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.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.002 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
388085102
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(CUSIP NUMBER)
LAWRENCE LEVITT, CHIEF FINANCIAL OFFICER, ODYSSEY PARTNERS, L.P.
31 WEST 52ND STREET, NEW YORK, NEW YORK 10019 (212) 708-0600
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
NOVEMBER 14, 1996
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(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 4
<PAGE>
SCHEDULE 13D
CUSIP No. 388085102 Page 2 of 4 Pages
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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 438,356 (see Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 438,356 (see Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,356 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% ( see Item 5)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule
13D") filed by Odyssey Partners, L.P., a Delaware limited partnership
("Odyssey"), with the Securities and Exchange Commission on August 5, 1996, with
respect to Odyssey's beneficial ownership of the Common Stock, $.002 par value
per share (the "Common Stock"), of Grant Geophysical, Inc., a Delaware
corporation (the "Company"). Capitalized terms not otherwise defined in this
Amendment No. 1 have the meaning set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As indicated in paragraph (c) below, Odyssey has disposed of all
shares of Common Stock held by it directly. Odyssey remains the
beneficial owner of 160,000 shares of the Company's $2.4375
Convertible Exchangeable Preferred Stock (the "Preferred Stock")
which, upon conversion in accordance with the terms of the Third
Restated Certificate of Incorporation of the Company, as amended,
would represent approximately 438,356 shares of Common Stock
(approximately 2.7% of the outstanding shares of Common
Stock(1)). To the best of Odyssey's knowledge, none of the
General Partners beneficially owns any Preferred Stock or Common
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 and Common 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 or Common 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 and Common Stock.
(c) On November 14, 1996, Odyssey sold, through transactions on the
Nasdaq National Market System, 381,000 shares of Common Stock,
for aggregate sales proceeds of $203,229 (an average price of
$.53 per share). Except as provided in this paragraph (c),
neither Odyssey nor any General Partner has effected any
transactions in the Preferred Stock or the Common Stock during
the 60 days preceding the date of this Statement.
(d) Not applicable.
(e) Odyssey ceased to be the beneficial owner of five percent of the
Common Stock on November 14, 1996.
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(1) A total of 15,697,061 shares of Common Stock were outstanding at September
4, 1996, as reported by the Company in its Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on October 7, 1996.
Page 3 of 4
<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 18, 1996
ODYSSEY PARTNERS, L.P.
By: /s/ Joshua Nash
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Joshua Nash
A General Partner
Page 4 of 4
