UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DeepTech International Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
24379P107
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
CUSIP No. 24379P 10 7 13G Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,312,500
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,312,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,312,500
(Not to be construed as an admission of beneficial ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.72%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 24379P 10 7 13G Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp (USA), Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 946,875
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
946,875
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,875
(Not to be construed as an admission of beneficial ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.85%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 24379P 10 7 13G Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp North America Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
365,625
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 365,625
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 365,625
PERSON
WITH 8 SHARED DISPOSITIVE POWER
365,625
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,625
(Not to be construed as an admission of beneficial ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.87%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
DeepTech International Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
7500 Texas Commerce Tower
Houston, Texas 77002
Item 2(a) Name of Persons Filing:
Citicorp
Citicorp (USA), Inc.
Citicorp North America Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
399 Park Avenue
New York, New York 10153
Item 2(c) Citizenship:
Citicorp is incorporated under the laws of Delaware.
Citicorp (USA), Inc. is incorporated under the laws of Delaware.
Citicorp North America Inc. is incorporated under the laws of
Delaware.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP No.:
24379P 10 7
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Citicorp: HC
Citicorp (USA), Inc.: BK
Citicorp North America Inc.: CO
Item 4 Ownership:
(a) Amount Beneficially Owned:
Citicorp: 1,312,500 shares 1
Citicorp (USA), Inc.: 946,875 shares 2
Citicorp North America Inc.: 365,625 shares 3
<PAGE>
(b) Percent of Class:
Citicorp: 6.72%
Citicorp (USA), Inc.: 4.85%
Citicorp North America Inc.: 1.87%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Citicorp: 0 shares
Citicorp (USA), Inc.: 0 shares
Citicorp North America Inc.: 365,625 shares
(ii) Shared power to vote or to direct the vote:
Citicorp: 1,312,500
Citicorp (USA), Inc.: 946,875
Citicorp North America Inc.: 365,625
(iii) Sole power to dispose or to direct the disposition of:
Citicorp: 0
Citicorp (USA), Inc.: 0
Citicorp North America Inc.: 365,625
(iv) Shared power to dispose or to direct the disposition of:
Citicorp: 1,312,500 shares
Citicorp (USA), Inc.: 946,875 shares
Citicorp North America Inc.: 365,625 shares
1 All of the 1,312,500 shares reported as beneficially owned by
Citicorp are shares of Common Stock, par value $.01 per share ("Common
Stock") owned by Citicorp (USA), Inc. and Citicorp North America Inc., as
described in notes 2 and 3 below.
2 All of the 946,875 shares reported as beneficially owned by Citicorp
(USA), Inc. are shares of Common Stock which Citicorp (USA), Inc. has the
right to acquire by the exercise of warrants and payment to the Issuer of the
related exercise price.
3 Of the 365,625 shares reported as beneficially owned by Citicorp
North America Inc., 50,000 shares are shares of Common Stock and 315,625 are
shares of Common Stock which Citicorp North America Inc. has the right to
acquire by the exercise of warrants and payment to the Issuer of the related
exercise price.
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Citicorp (USA), Inc. is a wholly-owned indirect subsidiary of
Citicorp.
Citicorp North America Inc. is a wholly-owned direct subsidiary
of Citicorp.
Item 8 Identification and Classification of Members of the Group:
Citicorp: HC
Citicorp (USA), Inc.: BK
Citicorp North America Inc.: CO
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 24, 1997
CITICORP
/s/ Franklin G. Burnside
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Title: Senior Vice President
CITICORP (USA), INC.
/s/ Gordon D. Treco
----------------------------
Title: Vice President
CITICORP NORTH AMERICA INC.
/s/ John P. Reilly
----------------------------
Title: Vice President
<PAGE>
EXHIBITS
Exhibit 1 Joint Filing Agreement
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: February 24, 1997
CITICORP
/s/ Frank G. Burnside
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Title: Senior Vice President
CITICORP (USA), INC.
/s/ Gordon D. Treco
----------------------------
Title: Vice President
CITICORP NORTH AMERICA INC.
/s/ John P. Reilly
----------------------------
Title: Vice President
