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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
July 26, 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. [x] (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).
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SCHEDULE 13D
CUSIP No. 388085102 Page 2 of 6 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
7 SOLE VOTING POWER
826,205 (see Item 5)
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
826,205 (see Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
826,205 (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)
6.3% ( see Item 5)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This Statement on Schedule 13D is being filed by Odyssey
Partners, L.P. ("Odyssey"), a Delaware limited partnership, in connection with
its beneficial ownership of the Common Stock, par value $.002 per share (the
"Common Stock"), of Grant Geophysical, Inc., a Delaware corporation (the
"Company"). Odyssey previously filed on April 4, 1996 a Statement on Schedule
13D with respect to its beneficial ownership of the $2.4375 Convertible
Exchangeable Preferred Stock, par value $.01 per share (the "Preferred Stock")
of the Company.
The address of the principal executive office of the Company is
16850 Park Row, Houston, Texas 77084.
Item 2. Identity and Background.
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The person filing this Statement is Odyssey. Odyssey's principal
executive office is 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.
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The shares of Common Stock beneficially owned by Odyssey
(including shares of Common Stock deemed to be beneficially owned by Odyssey
upon conversion of the shares of Preferred Stock beneficially owned by it) were
acquired over various dates for an aggregate cash purchase price of $3,800,615,
which funds were derived from Odyssey's working capital.
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No part of the purchase price for the Preferred Stock or the
Common 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 or Common Stock. All or part of the
shares of Preferred Stock and Common 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.
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Odyssey considers its interest in the Preferred Stock and the
Common Stock to be an investment. Odyssey may purchase additional shares of
Preferred Stock and Common 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 and Common Stock beneficially owned by
it in the open market, in privately negotiated transactions, or otherwise.
Although the foregoing represents the range of activities presently contemplated
by Odyssey with respect to the Company, it should be noted that the possible
activities of Odyssey are subject to change at any time.
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.
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(a) Odyssey owns (i) 162,500 shares of Preferred Stock
(representing approximately 7.1% of the outstanding shares
of Preferred Stock(1)) and (ii) 381,000 shares of Common
Stock (representing approximately 3.0% of the outstanding
shares of Common Stock(2)). Assuming the conversion of the
162,500 shares of Preferred Stock beneficially owned by
Odyssey into 445,205 shares of Common Stock in accordance
with the terms of the Third Restated Certificate of
Incorporation of the Company, as amended, Odyssey is the
beneficial
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(1) A total of 2,300,000 shares of Preferred Stock were outstanding at
March 31, 1996, as reported by the Company in its Quarterly Report on 10-Q for
the quarter ended March 31, 1996.
(2) A total of 12,689,740 shares of Common Stock were outstanding at May
13, 1996, as reported by the Company in its Quarterly Report on 10-Q for the
quarter ended March 31, 1996.
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owner of 826,205 shares of Common Stock (representing
approximately 6.3% of the outstanding shares of Common
Stock). 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 the dates set forth below, Odyssey purchased, through
transactions on the NASDAQ National Market System, shares
of Common Stock, as set forth below:
Date of Number Price Per
Transaction of Shares Share(3) Total
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June 12, 1996 10,000 3.94 $39,375
July 2, 1996 30,000 3.69 $110,625
July 19, 1996 15,000 3.50 $52,500
July 26, 1996 200,000 2.75 $550,000
Except as provided above, 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) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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The shares of Preferred Stock and Common Stock reported herein do
not include 9,000 shares of Preferred Stock and 10,000 shares of Common Stock
beneficially owned by Nader Tavakoli, an employee of Odyssey. Odyssey disclaims
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(3) Net of commissions.
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beneficial ownership of such shares. Neither Odyssey nor, to the best of
Odyssey's knowledge, any General Partner, has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
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: August 5, 1996
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
A General Partner
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