UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
GRANT GEOPHYSICAL, INC.
(NAME OF ISSUER)
$2.4375 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
388085201
(CUSIP NUMBER)
LAWRENCE LEVITT, CHIEF FINANCIAL OFFICER, ODYSSEY PARTNERS, L.P.
31 WEST 52ND STREET, NEW YORK, NEW YORK 10019 (212) 708-0600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
NOVEMBER 25, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX [ ].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT. [ ] (A FEE IS
NOT REQUIRED ONLY IF THE REPORTING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE
REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT
THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.)
(SEE RULE 13D-7)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED WITH
THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE
SENT.
*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
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER SHALL NOT BE DEEMED TO
BE "FILED" FOR THE PURPOSE OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
(THE "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 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP No. 388085201 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P. (E.I. No. 13-5614745)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 107,200 (see Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
107,200 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (see Item 5)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 is being filed by Odyssey Partners, L.P. ("Odyssey"),
a Delaware limited partnership, in connection with its beneficial ownership of
the $2.4375 Convertible Exchangeable Preferred Stock, par value $.01 per share
(the "Preferred Stock"), of Grant Geophysical, Inc., a Delaware corporation (the
"Company"). This Amendment No. 1 amends and restates the Statement on Schedule
13D (the "Schedule 13D") filed by Odyssey with the Securities and Exchange
Commission on April 4, 1996 with respect to Odyssey's beneficial ownership of
the Preferred Stock.
The address of the principal executive office of the Company is 16850 Park
Row, Houston, Texas 77084.
Item 2. Identity and Background.
The person filing this Amendment No. 1 is Odyssey. Odyssey's principal
executive office located at 31 West 52nd Street, New York, New York 10019.
Odyssey is a private investment partnership with substantial equity capital
invested in marketable securities and closely held businesses. Odyssey has six
general partners (individually, a "General Partner" and, collectively, the
"General Partners"): Leon Levy, Jack Nash, Joshua Nash, Stephen Berger, Brian
Wruble and Nash Family Partnership, L.P., a New York limited partnership. The
business address of each General Partner is 31 W. 52nd Street, New York, N.Y.
10019. The principal occupation of Messrs. Levy, Jack Nash, Joshua Nash, Berger
and Wruble (each of whom is a citizen of the United States) is to serve as a
general partner of Odyssey. The principal business of Nash Family Partnership,
L.P. is investments. The general partner of Nash Family Partnership, L.P. is
Joshua Nash. During the last five years, neither Odyssey nor any General Partner
has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or it was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 25,000 shares of Preferred Stock purchased by Odyssey (as described in
Item 5(c) below) were acquired for a cash purchase price of $208,251, which
funds were derived from Odyssey's working capital.
No part of the purchase price for the Preferred Stock beneficially owned
by Odyssey is represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading, or voting Preferred
Stock. All or part of the
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<PAGE>
shares of Preferred Stock beneficially owned by Odyssey may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral
for loans made by such bank(s) or brokerage firm(s) to Odyssey. Such loans bear
interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction.
Odyssey considers its interest in the Preferred Stock to be an investment.
Odyssey may purchase additional shares of Preferred Stock from time to time in
the open market, in privately negotiated transactions, or otherwise. Odyssey may
also dispose of any or all of the shares of Preferred Stock beneficially owned
by it in the open market, in privately negotiated transactions, or otherwise.
Except as set forth in this Item 4, neither Odyssey nor, to the best
knowledge of Odyssey, any General Partner, has any present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Odyssey owns 107,200 shares of Preferred Stock
(representing approximately 4.7% of the outstanding
shares of Preferred Stock(1)). To the best of Odyssey's
knowledge, none of the General Partners beneficially
owns any Preferred Stock, other than in its capacity as
a general partner of Odyssey.
(b) Odyssey has the sole power to vote and dispose of the
shares of Preferred Stock beneficially owned by it, and
does not share with others the power to vote or to
direct the vote of, or the power to dispose or to direct
the disposition of, any of the shares of Preferred Stock
beneficially owned by it, except that all General
Partners (excluding the Nash Family Partnership, L.P.)
share voting and dispositive power over such shares of
Preferred Stock.
- --------
(1) A total of 2,300,000 shares of Preferred Stock were outstanding at September
30, 1996, as reported by the Company in its Quarterly Report on 10-Q for the
quarter ended September 30, 1996.
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<PAGE>
(c) On the dates set forth below, Odyssey effected, through
transactions on the Nasdaq National Market System,
purchase and sale transactions in the Preferred Stock,
as set forth below:
<TABLE>
<CAPTION>
DATE OF NATURE OF NUMBER OF PRICE PER
TRANSACTION TRANSACTION SHARES SHARE(2) TOTAL
----------- ----------- ------ -------- -----
<S> <C> <C> <C> <C>
November 20, 1996 Sale 4,500 $10.67 $ 47,997
November 20, 1996 Purchase 25,000 8.33 208,251
November 25, 1996 Sale 27,900 4.57 127,461
November 25, 1996 Sale 26,700 4.65 124,086
November 26, 1996 Sale 18,700 3.99 74,546
</TABLE>
Except as provided above, neither Odyssey nor any General
Partner has effected any transactions in the Preferred Stock
during the 60 days preceding the date of this Amendment No. 1.
(d) Not applicable.
(e) Odyssey ceased to be the beneficial owner of more than
five percent of the Preferred Stock on November 26,
1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
- --------
(2) Net of commissions.
Page 5 of 6
<PAGE>
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 27, 1996
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
-------------------------
Jack Nash
A General Partner
Page 6 of 6
