<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997
REGISTRATION NO. 333-28303
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EAGLE GEOPHYSICAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C> <C>
DELAWARE 1382 76-0522659
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
50 BRIAR HOLLOW LANE
6TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 627-1990
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JAY N. SILVERMAN, PRESIDENT
EAGLE GEOPHYSICAL, INC.
50 BRIAR HOLLOW LANE
6TH FLOOR WEST
HOUSTON, TEXAS 77027
(713) 627-1990
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<C> <C>
N. L. STEVENS III
W. MARK YOUNG JOSEPH W. ARMBRUST
GARDERE WYNNE SEWELL & RIGGS, L.L.P. BROWN & WOOD LLP
333 CLAY AVENUE, SUITE 800 ONE WORLD TRADE CENTER
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10048
(713) 308-5500 (212) 839-5300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INTRODUCTORY NOTE:
This Amendment No. 1 is filed to include Exhibits 23.2 and 27, which were
inadvertently omitted from the original filing.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses in connection with the Offering
described in this Registration Statement will be as follows. All of the amounts
except the SEC registration fee, NASD fee and the Nasdaq National Market listing
fee are estimates.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- -------
<S> <C>
SEC registration fee........................................ $30,750
NASD fee.................................................... 10,500
Nasdaq National Market listing fee.......................... 39,005
Legal fees and expenses..................................... **
Accounting fees and expenses................................ **
Printing expenses........................................... **
Fees and expenses for qualification under state securities
laws (including legal fees)............................... **
Transfer agent's and registrar's fees and expenses.......... **
Miscellaneous............................................... **
-------
Total............................................. $ *
=======
</TABLE>
- ---------------
* None of this amount is to be borne by the Selling Stockholder.
** To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any person against expenses, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. If the action or suit
is by or in the name of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless and only to the extent that the Delaware Court
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in light of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
As permitted by the Delaware General Corporation Law, the Registrants'
Certificate of Incorporation provides that the directors and officers of the
Registrant shall be indemnified by the Registrant against certain liabilities
that those persons may incur in their capacities as directors or officers. The
Certificate of Incorporation eliminates the liability of directors of the
Registrant, under certain circumstances, to the maximum extent permitted by the
Delaware General Corporation Law. See "Description of Capital Stock -- Special
Provisions of the Certificate of Incorporation and By-laws" included in the
Prospectus.
The Underwriting Agreement to be filed as Exhibit 1.1 hereto contains
reciprocal agreements of indemnity between the Registrant and the underwriters
as to certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), and in certain circumstances provides
for indemnification of the Registrant's directors and officers.
II-1
<PAGE> 4
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the previous three years, the Registrant has issued and sold the
following securities without registration under the Securities Act (none of
which sales were underwritten):
The Company was formed in December 1996, at which time it issued 1,000 of
its shares of Common Stock for a cash purchase price of $1.00 per share to the
Selling Stockholder. Such issuance of shares was exempt from registration under
the Securities Act pursuant to Section 4(2) thereof as a transaction by the
issuer not involving any public offering.
On May 22, 1997, the Company effected a stock split pursuant to which the
1,000 outstanding shares of Common Stock were subdivided into 3,400,000 shares
of Common Stock. All such shares were issued to the Selling Stockholder as sole
stockholder of the Company. Such issuance was exempt from registration under the
Securities Act pursuant to Section 3(a)(9) thereof as securities exchanged by
the issuer with its existing security holders exclusively where no commission or
other remuneration was given directly or indirectly for soliciting such
exchange.
Prior to consummation of the Offering, the Company intends to issue 25,000
shares of Common Stock to Jay N. Silverman, President of the Company, at a
purchase price equal to the initial public offering price. Such purchase price
will be paid by delivery to the Company of a promissory note by Mr. Silverman.
This issuance of shares will be exempt from registration under the Securities
Act pursuant to Section 4(2) thereof as a transaction by the issuer not
involving any public offering.
Pursuant to an agreement dated June 2, 1997, contemporaneously with the
consummation of the Offering, the Company will issue an aggregate of 600,000
shares of Common Stock to Oliveira Limited, Dormera Limited, Balmedie Limited,
and Larlane Limited in exchange for the 81.0% of the outstanding shares of
Energy Research International owned by such entities. Gerald Harrison, George
Purdie, Neil Campbell, and David Burns, all of whom will be directors, officers
or employees of the Company after the consummation of the Offering, own all of
the issued and outstanding shares of Oliveira Limited, Dormera Limited, Balmedie
Limited, and Larlane Limited, respectively. This issuance of shares will be
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof as a transaction by the issuer not involving any public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1** -- Form of Underwriting Agreement
2.1** -- Stock Purchase Agreement dated June 2, 1997, among Gerald
Harrison, George Purdie, Neil Campbell, David Burns,
Olivera Limited, Dormera Limited, Balmedie Limited,
Larlane Limited and Registrant
3.1** -- Certificate of Incorporation, as amended
3.2** -- Amended and Restated Bylaws
4.1* -- Specimen Certificate for Registrant's common stock, par
value $0.01
5.1* -- Form of opinion of Gardere Wynne Sewell & Riggs, L.L.P.
10.1.1* -- Loan and Security Agreement dated July 9, 1996, between
Seitel Geophysical, Inc., as Debtor, and Nationsbanc
Leasing Corporation of North Carolina, as Secured Party
10.1.2* -- Assumption and Consent dated December 31, 1996, among
Seitel Geophysical, Inc., Eagle Geophysical, Inc.,
Nationsbanc Leasing Corporation of North Carolina and
Seitel, Inc.
10.2* -- Loan and Security Agreement dated February 6, 1997,
between Eagle Geophysical, Inc., as Debtor, and
Nationsbanc Leasing Corporation of North Carolina, as
Secured Party
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.3* -- Conditional Sales Agreement dated February 19, 1997,
between Input/Output, Inc. and Horizon Exploration
Limited ("HEL")
10.4* -- Installment Note ($306,180) by HEL in favor of Teledyne
Brown Engineering Marine Products
10.5.1* -- Loan and Security Agreement dated February 22, 1996,
between Seitel Geophysical, Inc. and MetLife Capital
Corporation
10.5.2* -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.6.1* -- Master Equipment Lease Agreement dated May 20, 1994,
between Seitel Geophysical, Inc. and MetLife Capital,
Limited Partnership, as amended
10.6.2* -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.7.1* -- Master Lease Agreement dated February 16, 1994 between
McCullagh Leasing (a unit of GE Capital Fleet Services)
and Seitel Geophysical, Inc., as amended
10.7.2* -- Partial Assignment dated April 8, 1997 among Seitel
Geophysical, Inc., Eagle Geophysical, Inc. and GE Capital
Fleet Services
10.8.1* -- Term Credit and Security Agreement dated July 15, 1993,
between Seitel Geophysical, Inc. and Compass Bank (f/k/a
Central Bank of the South), as amended
10.8.2* -- Loan Modification Agreement and Amendment to Loan
Documents dated December 28, 1995, between Compass Bank
(f/k/a Central Bank of the South) and Seitel Geophysical,
Inc.
10.8.3* -- Assumption and Loan Modification Agreement dated December
31, 1996, among Seitel Geophysical, Inc., Eagle
Geophysical, Inc., Compass Bank (f/k/a Central Bank of
the South) and Seitel, Inc.
10.9.1* -- Bareboat Charter by Way of Subdemise dated July 15, 1994,
between Simon-Horizon Limited ("Simon") and HEL
10.9.2* -- Management Agreement dated December 19, 1990 between
Simon and Ervik Marine Services A/S ("Ervik")
10.9.3* -- Side Letter Agreement dated December 19, 1990, between
Simon and Ervik
10.9.4* -- Assignment Agreement Relating to a Ship Management
Agreement dated December 19, 1990 (as amended) dated July
15, 1990, between Simon and HEL
10.9.5* -- Deed of Assignment of Insurances dated July 15, 1994,
between HEL and Simon
10.9.6* -- Deed of Continuing Inter-Company Cross Guarantee and
Indemnity dated July 15, 1994, by Horizon Seismic Inc.,
Exploration Holdings Limited and HEL in favor of Simon,
Simon Petroleum Technology Limited and Simon Engineering
Plc
10.9.7* -- Sublease Contract Number 1 dated July 15, 1994, between
Simon and HEL.
10.9.8* -- Sublease Contract Number 2 dated July 15, 1994, between
Simon and HEL.
10.9.9* -- Agreement dated July 15, 1994, among Simon, Simon
Petroleum Technology Limited, Simon Engineering Plc and
HEL.
10.10* -- Contribution and Assumption Agreement dated December 31,
1996, between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.11.1* -- Agreement to Extend the Charterparty of "Pacific Horizon"
dated July 11, 1994, by and between J. Marr Limited and
HEL
10.11.2* -- Deed of Novation m.v. "Pacific Horizon" dated July 11,
1994, by and among Simon, J. Marr Limited and HEL
10.12* -- Employment Agreement between Exploration Holdings Limited
("EHL") and Gerald Harrison, as amended
10.13* -- Employment Agreement between EHL and George Purdie, as
amended
10.14* -- Employment Agreement between EHL and Neil A.M. Campbell,
as amended
10.15* -- Form of Employment Agreement Amendment between EHL and
each of Messrs. Harrison, Purdie and Campbell
</TABLE>
II-3
<PAGE> 6
<TABLE>
<C> <S>
10.16* -- Form of Employment Agreement between Eagle Geophysical, Inc. and Jay Silverman
10.17* -- Form of Employment Agreement between Eagle Geophysical, Inc. and Richard McNairy
10.18* -- Commercial Lease dated March 10, 1994, between Ron Chase dba Chase Properties and Eagle
Geophysical, Inc./Seitel Geophysical, Inc.
10.19* -- Modification and Ratification of Lease dated April 24, 1996, between Ron Chase dba
Chase Properties and Eagle Geophysical, Inc./Seitel Geophysical, Inc.
10.20* -- Lease dated May 28, 1996, between Partnership of Perkins-Guidry-Beazley-Ostteen and
Seitel Geophysical, Inc.
10.21* -- Form of Sublease between Seitel, Inc. and its subsidiaries and Eagle Geophysical, Inc.
10.22* -- Form of Master Separation Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.23* -- Form of Registration Rights Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.24* -- Form of Tax Indemnity Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.25* -- Form of Administrative Services Agreement between Seitel, Inc. and Eagle Geophysical,
Inc.
10.26* -- Promissory Note ($2,000,000) dated July 3, 1996 by Energy Research International
("ERI") in favor of Seitel, Inc.
10.27* -- Promissory Note ($2,679,040) dated November 15, 1996 by ERI in favor of Seitel, Inc.
10.28* -- Form of Bonus Agreement between Eagle Geophysical, Inc. and Paul A. Frame
10.29* -- Form of Non-employee Directors Deferred Compensation Plan
10.30* -- Form of Independent Directors Stock Option Plan
10.31* -- Form of Stock Option Plan
10.32* -- Form of Promissory Note payable by Jay Silverman to Eagle Geophysical, Inc.
23.1** -- Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 -- Consent of KPMG, Independent Public Accountants
23.3* -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (contained in exhibit 5.1 opinion)
27 -- Financial data schedule
</TABLE>
- ---------------
* To be filed by amendment
** Previously filed
(b) Financial Statement Schedules
The following financial statement schedules are included in Part II of the
Registration Statement:
None
All other schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements or noted therein.
II-4
<PAGE> 7
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes to provide to the
representatives of the underwriters at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by the representatives of the underwriters to permit prompt delivery to
each purchaser.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(d) If the Underwriters do not exercise their option to purchase additional
shares of Common Stock to cover over-allotments, if any, or if such option is
partially exercised, the Registrant hereby undertakes to file a post-effective
amendment to the Registration Statement deregistering all such shares as to
which such option shall not have been exercised.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 2nd day of June, 1997
EAGLE GEOPHYSICAL, INC.
By: /s/ JAY N. SILVERMAN
-----------------------------------------
Jay N. Silverman
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Jay N. Silverman and Gerald M.
Harrison and each of them (with full power to act alone) as attorneys and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 this Registration Statement, any
related Registration Statement pursuant to Rule 462(b) of the Securities and
Exchange Commission, any and all amendments and exhibits to this or such other
Registration Statement and any and all applications, instruments and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby and thereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM L. LURIE Chairman of the Board of June 2, 1997
- ----------------------------------------------------- Directors
William L. Lurie
/s/ JAY N. SILVERMAN President, Chief Executive June 2, 1997
- ----------------------------------------------------- Officer and Director (Principal
Jay N. Silverman Executive Officer)
/s/ GERALD M. HARRISON Executive Vice President and June 2, 1997
- ----------------------------------------------------- Director
Gerald M. Harrison
/s/ GEORGE PURDIE Senior Vice June 2, 1997
- ----------------------------------------------------- President -- Offshore Operations
George Purdie and Director
/s/ RICHARD W. MCNAIRY Vice President -- Chief June 2, 1997
- ----------------------------------------------------- Financial Officer and Secretary
Richard W. McNairy (Principal Financial and
Accounting Officer)
/s/ PAUL A. FRAME Director June 2, 1997
- -----------------------------------------------------
Paul A. Frame
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1** -- Form of Underwriting Agreement
2.1** -- Stock Purchase Agreement dated June 2, 1997, among Gerald
Harrison, George Purdie, Neil Campbell, David Burns,
Olivera Limited, Dormera Limited, Balmedie Limited,
Larlane Limited and Registrant
3.1** -- Certificate of Incorporation, as amended
3.2** -- Amended and Restated Bylaws
4.1* -- Specimen Certificate for Registrant's common stock, par
value $0.01
5.1* -- Form of opinion of Gardere Wynne Sewell & Riggs, L.L.P.
10.1.1* -- Loan and Security Agreement dated July 9, 1996, between
Seitel Geophysical, Inc., as Debtor, and Nationsbanc
Leasing Corporation of North Carolina, as Secured Party
10.1.2* -- Assumption and Consent dated December 31, 1996, among
Seitel Geophysical, Inc., Eagle Geophysical, Inc.,
Nationsbanc Leasing Corporation of North Carolina and
Seitel, Inc.
10.2* -- Loan and Security Agreement dated February 6, 1997,
between Eagle Geophysical, Inc., as Debtor, and
Nationsbanc Leasing Corporation of North Carolina, as
Secured Party
10.3* -- Conditional Sales Agreement dated February 19, 1997,
between Input/Output, Inc. and Horizon Exploration
Limited ("HEL")
10.4* -- Installment Note ($306,180) by HEL in favor of Teledyne
Brown Engineering Marine Products
10.5.1* -- Loan and Security Agreement dated February 22, 1996,
between Seitel Geophysical, Inc. and MetLife Capital
Corporation
10.5.2* -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.6.1* -- Master Equipment Lease Agreement dated May 20, 1994,
between Seitel Geophysical, Inc. and MetLife Capital,
Limited Partnership, as amended
10.6.2* -- Assignment and Assumption Agreement dated December 31,
1996 between Seitel Geophysical, Inc. and Eagle
Geophysical, Inc.
10.7.1* -- Master Lease Agreement dated February 16, 1994 between
McCullagh Leasing (a unit of GE Capital Fleet Services)
and Seitel Geophysical, Inc., as amended
10.7.2* -- Partial Assignment dated April 8, 1997 among Seitel
Geophysical, Inc., Eagle Geophysical, Inc. and GE Capital
Fleet Services
10.8.1* -- Term Credit and Security Agreement dated July 15, 1993,
between Seitel Geophysical, Inc. and Compass Bank (f/k/a
Central Bank of the South), as amended
10.8.2* -- Loan Modification Agreement and Amendment to Loan
Documents dated December 28, 1995, between Compass Bank
(f/k/a Central Bank of the South) and Seitel Geophysical,
Inc.
10.8.3* -- Assumption and Loan Modification Agreement dated December
31, 1996, among Seitel Geophysical, Inc., Eagle
Geophysical, Inc., Compass Bank (f/k/a Central Bank of
the South) and Seitel, Inc.
10.9.1* -- Bareboat Charter by Way of Subdemise dated July 15, 1994,
between Simon-Horizon Limited ("Simon") and HEL
10.9.2* -- Management Agreement dated December 19, 1990 between
Simon and Ervik Marine Services A/S ("Ervik")
10.9.3* -- Side Letter Agreement dated December 19, 1990, between
Simon and Ervik
10.9.4* -- Assignment Agreement Relating to a Ship Management
Agreement dated December 19, 1990 (as amended) dated July
15, 1990, between Simon and HEL
</TABLE>
<PAGE> 10
<TABLE>
<C> <S>
10.9.5* -- Deed of Assignment of Insurances dated July 15, 1994, between HEL and Simon
10.9.6* -- Deed of Continuing Inter-Company Cross Guarantee and Indemnity dated July 15, 1994, by
Horizon Seismic Inc., Exploration Holdings Limited and HEL in favor of Simon, Simon
Petroleum Technology Limited and Simon Engineering Plc
10.9.7* -- Sublease Contract Number 1 dated July 15, 1994, between Simon and HEL.
10.9.8* -- Sublease Contract Number 2 dated July 15, 1994, between Simon and HEL.
10.9.9* -- Agreement dated July 15, 1994, among Simon, Simon Petroleum Technology Limited, Simon
Engineering Plc and HEL.
10.10* -- Contribution and Assumption Agreement dated December 31, 1996, between Seitel
Geophysical, Inc. and Eagle Geophysical, Inc.
10.11.1* -- Agreement to Extend the Charterparty of "Pacific Horizon" dated July 11, 1994, by and
between J. Marr Limited and HEL
10.11.2* -- Deed of Novation m.v. "Pacific Horizon" dated July 11, 1994, by and among Simon, J.
Marr Limited and HEL
10.12* -- Employment Agreement between Exploration Holdings Limited ("EHL") and Gerald Harrison,
as amended
10.13* -- Employment Agreement between EHL and George Purdie, as amended
10.14* -- Employment Agreement between EHL and Neil A.M. Campbell, as amended
10.15* -- Form of Employment Agreement Amendment between EHL and each of Messrs. Harrison, Purdie
and Campbell
10.16* -- Form of Employment Agreement between Eagle Geophysical, Inc. and Jay Silverman
10.17* -- Form of Employment Agreement between Eagle Geophysical, Inc. and Richard McNairy
10.18* -- Commercial Lease dated March 10, 1994, between Ron Chase dba Chase Properties and Eagle
Geophysical, Inc./Seitel Geophysical, Inc.
10.19* -- Modification and Ratification of Lease dated April 24, 1996, between Ron Chase dba
Chase Properties and Eagle Geophysical, Inc./Seitel Geophysical, Inc.
10.20* -- Lease dated May 28, 1996, between Partnership of Perkins-Guidry-Beazley-Ostteen and
Seitel Geophysical, Inc.
10.21* -- Form of Sublease between Seitel, Inc. and its subsidiaries and Eagle Geophysical, Inc.
10.22* -- Form of Master Separation Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.23* -- Form of Registration Rights Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.24* -- Form of Tax Indemnity Agreement between Seitel, Inc. and Eagle Geophysical, Inc.
10.25* -- Form of Administrative Services Agreement between Seitel, Inc. and Eagle Geophysical,
Inc.
10.26* -- Promissory Note ($2,000,000) dated July 3, 1996 by Energy Research International
("ERI") in favor of Seitel, Inc.
10.27* -- Promissory Note ($2,679,040) dated November 15, 1996 by ERI in favor of Seitel, Inc.
10.28* -- Form of Bonus Agreement between Eagle Geophysical, Inc. and Paul A. Frame
</TABLE>
<PAGE> 11
<TABLE>
<C> <S>
10.29* -- Form of Non-employee Directors Deferred Compensation Plan
10.30* -- Form of Independent Directors Stock Option Plan
10.31* -- Form of Stock Option Plan
10.32* -- Form of Promissory Note payable by Jay Silverman to Eagle Geophysical, Inc.
23.1** -- Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 -- Consent of KPMG, Independent Public Accountants
23.3* -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (contained in exhibit 5.1 opinion)
27 -- Financial data schedule
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Energy Research International
We consent to the use of our report dated May 27, 1997 included in the
registration statement on Form S-1 of Eagle Geophysical, Inc. with respect to
the consolidated balance sheets of Energy Research International and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity/(deficit) and cash flows for each
of the years in the three year period ended December 31, 1996.
/s/ KPMG
Exeter, England
June 2, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997
<PERIOD-START> JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 MAR-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 13,509 15,707
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 14,369 15,942
<PP&E> 20,308 28,636
<DEPRECIATION> 8,103 9,388
<TOTAL-ASSETS> 26,643 35,262
<CURRENT-LIABILITIES> 8,864 11,315
<BONDS> 0 0
0 0
0 0
<COMMON> 34 34
<OTHER-SE> 7,755 8,885
<TOTAL-LIABILITY-AND-EQUITY> 26,643 35,262
<SALES> 0 0
<TOTAL-REVENUES> 48,136 12,981
<CGS> 0 0
<TOTAL-COSTS> 41,006 11,038
<OTHER-EXPENSES> (168) (118)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 699 276
<INCOME-PRETAX> 6,599 1,785
<INCOME-TAX> (2,420) (655)
<INCOME-CONTINUING> 4,179 1,130
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,179 1,130
<EPS-PRIMARY> 1.23 0.33
<EPS-DILUTED> 1.23 0.33
</TABLE>
