<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended December 31, 1994 [Fee Required]
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[No Fee Required] For the transition period
to .
-------------------- -----------------------------
Commission File No. 0-14488
SEITEL, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 76-0025431
- - ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
50 Briar Hollow Lane, 7th Floor West
Houston, Texas 77027
- - ------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (713) 627-1990
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class on Which Registered
- - ------------------------------- -------------------------
Common Stock, Par Value $.01 New York
9% Convertible Debentures New York
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---------
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 28, 1995 was approximately $275,691,038. For these
purposes, the term "affiliate" is deemed to mean officers and directors of the
registrant. On such date, the closing price of the Common Stock on the New York
Stock Exchange was $32.625 and there were a total of 9,048,015 shares of Common
Stock outstanding.
Page 1 of 12
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The executive officers and directors of the Company and their ages (as
of April 1,1995) and positions with the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company Director Since
- - ---- ----- ---------------------------- --------------
<S> <C> <C> <C>
Herbert M. Pearlman 62 Chairman of the Board
of Directors 1982
Paul A. Frame 48 Chief Executive Officer,
President and Director 1986
Horace A. Calvert 41 Chief Operating Officer,
Executive Vice President
and Director 1987
James C. Rives, Jr. 38 Senior Vice President
and Director 1984
David S. Lawi 59 Chairman of the Executive
Committee and Director 1982
Walter M. Craig, Jr. 40 Director 1987
William Lerner 61 Director 1985
John E. Stieglitz 63 Director 1989
Debra D. Valice 38 Chief Financial Officer,
Vice President of Finance,
Treasurer and Corporate
Secretary ----
Jesse R. Marion 40 Vice President of Sales ----
</TABLE>
Herbert M. Pearlman has been Chairman of the Company's Board of
Directors since 1987 and served as Chief Executive Officer from 1987 through
July 1992. He has served as President, Chief Executive Officer and a Director of
Helm Resources, Inc. ("Helm"), an American Stock Exchange listed company with
equity interests in diverse businesses, since 1980, and in June 1984, he became
Helm's Chairman of the Board. Since March 1984, Mr. Pearlman has been Chairman
of Intersystems, Inc. ("Intersystems"), an American Stock Exchange listed
company engaged in providing services to the thermoplastic resins industry, the
majority of the outstanding stock of which is owned by Helm. Since June 1990,
Mr. Pearlman has served as Chairman of Unapix Entertainment, Inc. ("Unapix
Entertainment"), a NASDAQ listed company engaged in multi-media entertainment.
Since August 1994, he has served as Chairman of the Board of American Business
Computer Corp., a NASDAQ listed company engaged in marketing and manufacture of
computerized dispensing equipment.
Paul A. Frame has been Chief Executive Officer of the Company since
July 1992 and President since January 1987. He was Executive Vice President of
the Company from January 1985 until his appointment as President. He was hired
by the Company in August 1984 as Vice President of Marketing.
Horace A. Calvert has been Chief Operating Officer of the Company
since July 1992 and Executive Vice President since January 1987. In March 1993,
Mr. Calvert was appointed President of DDD Energy, Inc., a wholly-owned
subsidiary of the Company engaged in the exploration and development of oil and
gas reserves. From January 1985 until his appointment as Vice President in May
1986, he was the Company's Chief Geophysicist.
Page 2 of 12
<PAGE>
James C. Rives, Jr. has been Senior Vice President of the Company
since January 1987, concentrating his efforts in marketing activities. He
became Vice President of the Company in January 1985. In March 1994, he was
appointed Executive Vice President of Seitel Data Corp., a wholly owned
subsidiary of the Company which develops and markets seismic data. Mr. Rives
has been an employee of the Company in various marketing-oriented capacities
since November 1982.
David S. Lawi has been Chairman of the Company's Executive Committee
since March 1987. He also was Assistant Secretary of the Company from May 1986
until June 1987 and from June 1989 until July 1993. Mr. Lawi has been Treasurer,
Corporate Secretary and a Director of Helm since 1980, and he was its Executive
Vice President from 1980 through 1992. Since March 1984, Mr. Lawi has been a
Director of Intersystems and, since 1985, he has been Chairman of Intersystems'
Executive Committee. Since June 1990, Mr. Lawi has been a Director of Unapix
Entertainment and, since January 1993, Chairman of its Executive Committee, its
Treasurer and Secretary.
Walter M. Craig, Jr. has provided legal and business advice to the
Company, from time to time, since 1984. Since 1993, he has been President of the
Mezzanine Financial Fund, L.P., a limited partnership engaged in making asset
based loans available to small and mid-market companies. He has served as
Executive Vice President and Chief Operating Officer of Helm since August 1992.
From 1984 to 1992, he was Senior Vice President of Business and Legal Affairs of
Helm. Since April 1993, Mr. Craig has been a Director of Unapix Entertainment.
William Lerner is Chairman of the Company's Audit Committee and a
member of the Company's Compensation and Stock Option Committee. Since January,
1990, Mr. Lerner has been engaged in the private practice of law. From May 1990
until December 1990, he was General Counsel to Hon Development Company, a
California real estate development company. From June 1986 until December 1989,
Mr. Lerner was Vice President and General Counsel of The Geneva Companies, Inc.,
a financial services company engaged in counseling privately owned middle-market
companies. Since 1985, he has been a Director of Helm. Mr. Lerner is also a
Director of Rent-Way, Inc., a NASDAQ listed company headquartered in
Pennsylvania that operates a chain of rental-purchase stores, and Of Counsel,
Inc., a NASDAQ listed company headquartered in Texas that provides temporary
lawyers and paralegals to law departments of large companies and law firms.
John E. Stieglitz is Chairman of the Company's Compensation and Stock
Option Committee and a member of the Company's Audit Committee. Since 1976, he
has been President of Conspectus, Inc., a privately held company engaged in
providing services in the area of executive recruitment. Mr. Stieglitz is also a
Director of Helm and Intersystems.
The Company's executive officers who are not also directors are as
follows:
Debra D. Valice, CPA, is the Company's Chief Financial Officer, Vice
President of Finance, Treasurer and Corporate Secretary. From March 1986 until
February 1987, she was the Company's Chief Accounting Officer.
Jesse R. Marion is the Company's Vice President of Sales and Executive
Vice President of the Company's wholly-owned data brokerage subsidiary, Datatel,
Inc. In March 1994, he was appointed President of Seitel Data Corp. Prior to
joining the Company in April 1992, Mr. Marion was Executive Vice President--
Marketing of First Seismic Corp., a publicly traded seismic data company, from
January 1989 until April 1992.
Directors serve until the next annual meeting of stockholders or until
their successors are elected and qualify. Officers serve at the discretion of
the Board.
Item 11. Executive Compensation
The following table sets forth certain summary information concerning
the compensation awarded to, earned by or paid to the Chief Executive Officer of
the Company and each of the four most highly compensated executive officers of
the Company other than the Chief Executive Officer (collectively, the "named
executive officers") for the years indicated.
Page 3 of 12
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------ --------------
Awards
Other --------------
Annual Stock Options/ All Other
Name and Principal Position Year Salary($) Bonus($)(1) Compensation($)(2) SARs(#) Compensation($)
- - --------------------------- ---- -------- ---------- ------------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Frame 1994 $136,193 $955,213 $684,006 292,728(3) $94,990(4)
Chief Executive Officer 1993 $132,612 $422,034 $390,262 212,709 $60,945
and President 1992 $128,750 $313,176 $271,117 212,709 $25,447
Horace A. Calvert 1994 $136,193 $955,213 $684,006 292,728(3) $94,990(4)
Chief Operating Officer and 1993 $132,612 $449,576 $390,262 212,709 $60,945
Executive Vice President 1992 $128,750 $313,176 $271,642 212,709 $25,447
Herbert M. Pearlman 1994 $115,569 $897,141 -- 251,740(3) $94,990(4)
Chairman of the 1993 $112,861 $544,756 -- 165,677 $60,945
Board of Directors 1992 $109,716 $377,518 -- 165,677 $25,447
David S. Lawi 1994 $56,098 $448,570 -- 166,884(3) $94,990(4)
Chairman of the Executive 1993 $54,784 $272,378 -- 123,249 $60,945
Committee 1992 $54,926 $188,759 -- 123,249 $25,447
Jesse R. Marion 1994 $75,000 $6,620 $932,644 30,577 $3,000(5)
Vice President of Sales 1993 $40,000 $16,397 $630,122 10,000 $4,497
1992 $30,000 $2,085 $149,344 15,000 --
</TABLE>
(1) Includes bonuses based on the Company's pre-tax profits and, for each of
Messrs. Frame and Calvert, bonuses based on the Company's stock performance
of $237,500 in 1994.
(2) Includes commissions based on sales.
(3) Awards in 1994 include repricings toward the target price established in
July 1992 of certain awards originally granted in 1990. One class of stock
options (common stock purchase warrants) were repriced once during 1994 and
another class of stock options (common stock purchase warrants) were
repriced on three occasions during 1994. See "OPTION/SAR GRANTS IN 1994".
(4) Includes amounts paid pursuant to the program (the "Incentive Compensation
Program") pursuant to which between 2-1/2% and 5% of the revenue generated
annually by seismic creation programs that have fully recouped their direct
costs is distributed to certain officers and key employees, and amounts
contributed by the Company to its 401(k) Savings Plan (the "401(k) Plan")
on behalf of such named executive officers as discretionary and matching
contributions. Includes $90,370 contributed by the Company pursuant to its
Incentive Compensation Program, and $4,620 contributed by the Company as
401(k) Plan matching contributions.
(5) Includes $3,000 contributed by the Company as 401(k) Plan matching
contributions.
Page 4 of 12
<PAGE>
The following table sets forth certain information with respect to
options to purchase Common Stock granted during the year ended December 31, 1994
to each of the named executive officers.
OPTION/SAR GRANTS IN 1994
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------
Percent
Number of of Total Potential Realizable Value
Securities Options/SARs at Assumed Annual Rates of
Underlying Granted to Exercise Stock Price Appreciation
Options/SARs Employees or Base Expiration -----------------------------
Name Granted (#) in 1994 Price ($/Sh) Date 5 Percent($) 10 Percent($)
- - ----------------- ------------ ------------ ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Frame 80,019(1) 2.8 $11.25 02/27/95 $284,888 $350,563
132,690(1) 4.7 $14.72 12/10/00 $652,004 $1,643,820
132,690(1) 4.7 $13.72 12/10/00 $1,059,689 $2,150,974
132,690(1) 4.7 $13.05 12/10/00 $1,051,681 $2,101,186
80,019(2) 2.8 $24.00 04/11/99 $288,035 $866,388
Horace A. Calvert 80,019(1) 2.8 $11.25 02/27/95 $284,888 $350,563
132,690(1) 4.7 $14.72 12/10/00 $652,004 $1,643,820
132,690(1) 4.7 $13.72 12/10/00 $1,059,689 $2,150,974
132,690(1) 4.7 $13.05 12/10/00 $1,051,681 $2,101,186
80,019(2) 2.8 $24.00 04/11/99 $288,035 $866,388
Herbert M. Pearlman 86,063(1) 3.0 $11.25 02/27/95 $306,406 $377,042
79,614(1) 2.8 $14.72 02/10/00 $391,203 $986,292
79,614(1) 2.8 $13.72 12/10/00 $635,813 $1,290,585
79,614(1) 2.8 $13.05 12/10/00 $631,008 $1,260,712
86,063(2) 3.0 $24.00 04/11/99 $309,791 $931,828
David S. Lawi 43,635(1) 1.5 $11.25 02/27/95 $155,352 $191,165
79,614(1) 2.8 $14.72 12/10/00 $391,203 $986,292
79,614(1) 2.8 $13.72 12/10/00 $635,813 $1,290,585
79,614(1) 2.8 $13.05 12/10/00 $631,008 $1,260,712
43,635(2) 1.5 $24.00 04/11/99 $157,068 $472,448
Jesse R. Marion 5,000(3) 0.2 $15.00 02/07/04 $45,131 $116,289
5,000(3) 0.2 $20.00 02/07/04 $20,131 $91,289
5,000(3) 0.2 $25.00 02/07/04 * $66,289
5,000(3) 0.2 $30.00 02/07/04 * $41,289
10,577(2) 0.4 $24.00 04/11/99 $38,073 $114,520
</TABLE>
(1) The options (common stock purchase warrants) ("warrants") listed were
initially granted in 1990. At its July 21, 1992 meeting, the Company's
Board of Directors accepted its Compensation and Stock Option Committee's
recommendation to reduce the exercise price of each of these two classes of
warrants by $1.00 for every $1.00 increase in the market price of the
Company's Common Stock maintained for at least 30 consecutive days, until
the exercise price of the warrants equals the target price of $11.25 per
share established by the Compensation and Stock Option Committee for the
warrants expiring on February 27, 1995 and $13.05 per share for the
warrants expiring on December 10, 2000. This adjustment towards the target
price caused the exercise price of the warrants expiring on February 27,
1995 to
Page 5 of 12
<PAGE>
decrease by $.88 to the target price of $11.25 per share during the
year ended December 31, 1994. This adjustment toward the target price also
caused the exercise price of the warrants expiring on December 10, 2000 to
have two $1.00 per share decreases and a $.67 per share decrease to the
target price of $13.05 per share during the year ended December 31, 1994.
No further decreases in the exercise price of these warrants can occur.
The expiration dates of the warrants were not changed from those set with
the initial grants in 1990.
(2) The options (common stock purchase warrants) ("1994 warrants") granted in
1994 are exercisable 90 days after the grant date of April 11, 1994. The
options were granted for a term of five years, subject to certain events
related to termination of employment.
(3) The options granted to Mr. Marion are exercisable starting 12 months after
the grant date of February 7, 1994, with 33% of the shares covered thereby
becoming exercisable at that time and with an additional 33% of the options
shares becoming exercisable on each successive anniversary date, with full
vesting occurring on the third anniversary date. The options were granted
for a term of 10 years, subject to certain events related to termination of
employment.
(4) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. The actual value an executive may
realize will depend on the extent to which the stock price exceeds the
exercise price of the options or warrants on the date the option or warrant
is exercised. Accordingly, the value, if any, realized by an executive
will not necessarily equal any of the amounts set forth in the table above.
These calculations are not intended to forecast possible future
appreciation, if any, of the price of the Company's Common Stock.
* The potential realizable value will be nil because the
exercise price will exceed the market price of the Company's Common Stock
at the assumed rate of appreciation.
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1994, and unexercised
options held at December 31, 1994, and the value thereof, by each of the named
executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND 12/31/94 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the
Options/SARs Money Options/SARs at
Shares at 12/31/94(#) 12/31/94
Acquired Value --------------------------- --------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- - ------------------- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Frame 81,303 $876,792 367,118 0 $2,587,723 $0
Horace A. Calvert 71,679 $778,532 378,025 0 $2,710,020 $0
Herbert M. Pearlman 76,114 $829,448 263,998 0 $1,575,961 $0
David S. Lawi 37,709 $410,719 213,168 0 $1,464,953 $0
Jesse R. Marion 10,833 $206,763 14,327 30,417 $60,469 $191,307
</TABLE>
Page 6 of 12
<PAGE>
Employment Arrangements
Agreements with Messrs. Frame, Calvert, Pearlman and Lawi
Effective as of January 1, 1991, the Company entered into employment
agreements with each of Messrs. Frame, Calvert, Pearlman and Lawi for service in
their respective capacities set forth in the listing of directors and executive
officers. During 1992, Mr. Pearlman passed the Chief Executive Officer title and
duties to Mr. Frame, and Mr. Calvert added the additional title and duties of
Chief Operating Officer to those he already held. The employment agreements were
not revised for these changes. Each agreement is for a term of five years,
renewable each year for an additional year unless either party to the agreement
gives notice to the contrary. In accordance with these agreements, Messrs.
Frame, Calvert, Pearlman and Lawi receive an annual base salary of $136,193,
$136,193, $115,569, and $56,098, respectively. Additionally, each of Messrs.
Frame and Calvert receive a 1% commission on the first $12,000,000 in revenues
for the year and 1/2% commission on revenues in excess thereof, plus an
additional 1/2% commission on revenues over $12,000,000 if at least 40% of the
Company's revenues are resale revenues, plus a bonus of 4% of the Company's pre-
tax profits (as defined therein). Each of Messrs. Pearlman and Lawi receive an
annual bonus of 5% and 2-1/2%, respectively, of the Company's pre-tax profits
(as defined).
Each of the agreements with Messrs. Frame and Calvert provide that if
at any time during the term of such agreement, (i) the employment agreements of
Messrs. Pearlman or Lawi are terminated by the Company prior to the stated term
thereof, or (ii) Messrs. Pearlman and Lawi resign from the Company's Board of
Directors prior to the expiration of the term of their employment agreements, or
(iii) the majority of the members of the Company's Board of Directors is no
longer nominated and supported by a majority of Messrs. Frame, Calvert, Pearlman
and Lawi (each a "Change in Control"), the employee shall have the right to
terminate the agreement immediately and receive from the Company all
compensation required to be paid during the unexpired term thereof as well as
the severance payment described below without any obligation to perform
consulting services as described below. The Company believes that the Change in
Control provisions in these agreements may tend to discourage attempts to
acquire a controlling interest in the Company and may also tend to make the
removal of management more difficult.
Each agreement provides that if it is not renewed, the Company will
pay the employee for two additional years' compensation including his then
current base salary plus the average of all commissions and bonuses paid to the
employee for the then prior three years. The severance payments are contingent
upon the employee remaining available to perform consulting services for the
benefit of the Company.
Each agreement provides for certain noncompetition and nondisclosure
covenants of the employee and for certain Company-paid fringe benefits such as
an automobile allowance, disability insurance and inclusion in pension, deferred
compensation, profit sharing, stock purchase, savings, hospitalization and other
benefit plans in effect from time to time.
Pursuant to the terms of these agreements, on December 10, 1990, the
Company issued warrants to purchase 265,380 shares, 265,380 shares, 159,228
shares and 159,228 shares of the Common Stock to Messrs. Frame, Calvert,
Pearlman and Lawi, respectively. At December 31, 1994, one-half of such warrants
are exercisable at an exercise price of $13.19 per share and expire on December
10, 1997 and the remaining one-half are exercisable at $13.05 and expire on
December 10, 2000. The warrants expiring December 10, 2000 were repriced during
1994. Refer to the "OPTION/SAR GRANTS IN 1994" table and footnotes thereto for
additional information. On the date of grant, the closing sale price of the
Common Stock as quoted on the American Stock Exchange was $8.80 per share.
Page 7 of 12
<PAGE>
Bonus Based On Stock Performance
On July 21, 1992, when the stock price was $5.375, the Compensation
and Stock Option Committee and the entire Board of Directors approved payment of
a one-time $2,500,000 special shareholder value bonus to be divided among
Messrs. Frame and Calvert and three other key employees upon the event of the
market price of the Company's stock maintaining or exceeding $20.00 per share
for at least 90 consecutive days (the "Target Date") at any time before July 21,
1997. The Target Date was achieved in June 1994. The bonus vests equally over
the 12 quarters following the Target Date, contingent upon continued full-time
employment, except in the event of termination without cause, death or
disability in which case the balance of the bonus will be due and payable
immediately.
Directors Compensation
Outside directors receive an annual fee of $10,000 for serving on the
board and are reimbursed for out of pocket expenses for meeting attendance.
Directors who are also employees receive no separate compensation for their
services as directors.
Nonemployee directors also participate in the Non-Employee Directors'
Stock Option Plan (the "Plan"), which was approved by Company Shareholders at
the 1994 annual meeting. Under the terms of the Plan, each non-employee director
receives on the date of each annual meeting during the term of the Plan an
option to purchase 1,000 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock on the date of grant. In addition,
each non-employee director who is elected or appointed to the Board of Directors
for the first time is granted on the date of such election or appointment an
option to purchase 5,000 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock on the date of grant. Options granted
under the Plan become exercisable one year after the date of grant. All options
expire at the earlier of five years after the date of grant, twelve months after
the optionee ceases to serve as a director due to death, disability, or
retirement at or after age 65, or sixty days after the optionee otherwise ceases
to serve as a director of the Company. If a director ceases to serve as such for
any reason other than death, disability, or retirement at or after age 65, the
option may be exercised only if it was exercisable at the date of such cessation
of service. During 1994, each non-employee director was granted at total of
5,000 options at an exercise price of $30.50.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation and Stock Option Committee is composed of
William Lerner and John E. Stieglitz. In 1994, John Stieglitz invested as a
general partner in a partnership for which the Company's subsidiary DDD Energy,
Inc. acts as managing partner. See Item 13, Certain Relationships and Related
Transactions.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock, as of April 18, 1995, by (i) persons
known to the Company to be beneficial owners of more than 5% of the Common
Stock, (ii) each of the Company's directors (iii) each of the named executive
officers, and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner BeneficialOwnership(1)(2) Percentage of Class
- - ------------------------------------ ------------------------- -------------------
<S> <C> <C>
Horace A. Calvert 530,601(3) 5.6%
50 Briar Hollow Lane, 7th Floor West
Houston, TX 77027
</TABLE>
Page 8 of 12
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership(1)(2) Percentage of Class
- - ------------------------------------ -------------------------- -------------------
<S> <C> <C>
Paul A. Frame, Jr. 513,080(4) 5.4%
50 Briar Hollow Lane, 7th Floor West
Houston, TX 77027
Twentieth Century Companies, Inc. 460,000(5) 5.0%
4500 Main Street
Kansas City, MO 64141
Herbert M. Pearlman 329,719(6) 3.5%
93 Mason Street
Greenwich, CT 06830
David S. Lawi 214,576(7) 2.3%
93 Mason Street
Greenwich, CT 06830
James C. Rives, Jr. 150,957(8) 1.6%
50 Briar Hollow Lane, 7th Floor West
Houston, TX 77027
Jesse R. Marion 44,826(9) *
50 Briar Hollow Lane, 7th Floor West
Houston, TX 77027
William Lerner 9,585(10) *
423 East Beau Street
Washington, PA 15301
John E. Stieglitz 5,000(10) *
Conspectus, Inc.
222 Purchase Street
Rye, NY 10580
Walter M. Craig, Jr. 0 *
145 Mason Street
Greenwich, CT 06830
All directors and executive
officers as a group (10 persons) 1,942,907(11) 18.4%
</TABLE>
- - -----------------
* Less than 1%
(1) Except as otherwise noted, each named holder has, to the best of the
Company's knowledge, sole voting and investment power with respect to the
shares indicated.
(2) Includes shares that may be acquired within 60 days by any of the named
persons upon exercise of any right.
Page 9 of 12
<PAGE>
(3) Includes 23,002 and 355,023 shares which may be acquired from the Company
within 60 days upon exercise of options and common stock purchase warrants,
respectively. The exercise prices of the options range from $2.80 to $5.57
per share, and the exercise prices of the common stock purchase warrants
range from $11.25 to $24.00 per share.
(4) Includes 21,719 and 345,399 shares which may be acquired from the Company
within 60 days upon exercise of options and common stock purchase warrants,
respectively. The exercise prices of the options range from $3.11 to $5.57
per share, and the exercise prices of the common stock purchase warrants
range from $13.05 to $24.00 per share.
(5) Pursuant to the Schedule 13G filed with the Securities and Exchange
Commission on or about February 10, 1995, the shares owned of record by
Twentieth Century Companies, Inc. are beneficially owned by Twentieth
Century Companies, Inc., Investors Research Corporation, Twentieth Century
Investors, Inc. and James E. Stowers, Jr.
(6) Includes 205,291 shares which may be acquired from the Company within 60
days upon exercise of common stock purchase warrants. The exercise prices
of the common stock purchase warrants range from $13.05 to $24.00 per
share.
(7) Includes 162,863 shares which may be acquired from the Company within 60
days upon exercise of common stock purchase warrants. The exercise prices
of the common stock purchase warrants range from $13.05 to $24.00 per
share.
(8) Includes 7,006 and 131,000 shares which may be acquired from the Company
within 60 days upon exercise of options and common stock purchase warrants,
respectively. The exercise price of the options is $5.57 per share, and
the exercise prices of the common stock purchase warrants range from $11.25
to $24.00 per share.
(9) Includes 6,666 and 10,577 shares which may be acquired from the Company
within 60 days upon exercise of options and common stock purchase warrants,
respectively. The exercise prices of the options range from $15.00 to
$30.00 per share, and the exercise price of the common stock purchase
warrants is $24.00 per share.
(10) Includes 5,000 shares which may be acquired from the Company within 60 days
upon exercise of options at an exercise price of $30.50 per share.
(11) Includes an aggregate of 1,371,901 shares which may be acquired from the
Company within 60 days upon exercise of 78,236 options and 1,293,665 common
stock purchase warrants, respectively, by the group of 10 persons which
comprises all executive officers and directors. The exercise prices of the
options range from $2.80 to $30.50 per share, and the exercise prices of
the common stock purchase warrants range from $11.25 to $24.00 per share.
Item 13. Certain Relationships and Related Transactions
On July 21, 1992, the Company granted ten year loans at an interest
rate of 4% to most of its employees for purchases of the Company's common stock
at the current market price of $5.375 per share. The Company recorded
compensation expense of $64,000 related to these loans in 1994. Payments of 5%
of the original principal balance plus accrued interest are due annually on
August 1, with a balloon payment of the remaining principal and accrued interest
due August 1, 2002. The stock certificates are held by the Company as collateral
until payment is received. Loans in excess of $60,000 were made to Messrs.
Frame, Calvert and Rives and Ms. Valice, amounting to $537,500, $537,500,
$134,375 and $134,375, respectively. The largest aggregate
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amounts of principal and interest outstanding on such loans during 1994 were
approximately $530,000, $530,000, $133,000 and $133,000, respectively. As of
April 18, 1995, the aggregate amounts of principal and interest outstanding on
such loans were approximately $497,000, $497,000, $105,000, and $124,000,
respectively.
The Company's wholly-owned subsidiary DDD Energy, Inc. ("DDD Energy"),
which acquires and develops non-operating interests in mineral properties, acts
as managing partner of a general partnership (the "1994 Partnership"). The 1994
Partnership was formed to permit officers, directors and employees of the
Company and its subsidiaries who are accredited investors to invest in mineral
interests as general partners in the 1994 Partnership. The 1994 Partnership is a
blind pool which invested partnership funds throughout the year in mineral
interests. Pursuant to the partnership agreement governing the 1994 Partnership,
DDD Energy agreed to use its reasonable efforts to allow the 1994 Partnership to
invest, along with DDD Energy, in all non-operating mineral interests in which
DDD Energy invested during 1994, and the 1994 Partnership was obligated to
invest in all interests in which DDD Energy invested (to the extent allowed by
the sellers of such interests) until funds of the 1994 Partnership allocated to
acquisitions were exhausted. Pursuant to the partnership agreement, the amount
of the investment of the 1994 Partnership equals five percent of the total
investment in each such mineral interest made by the 1994 Partnership and DDD
Energy. DDD Energy determines the amount that it desires to invest in a
particular mineral interest, and then adds the amount to be invested by the 1994
Partnership to determine the total level of investment by DDD Energy and the
1994 Partnership. Therefore, DDD Energy does not forego any opportunity to
invest in transactions by allowing the 1994 Partnership to invest with DDD
Energy. All sums required for the 1994 Partnership to acquire such interests and
pay costs related to such interests thereafter are provided by the officer,
director and employee general partners, and no funds for the 1994 Partnership's
investments are provided by DDD Energy or the Company. During 1994, the officer,
director and employee general partners contributed an aggregate of $962,000 to
the 1994 Partnership. Paul A. Frame, Horace A. Calvert, Herbert M. Pearlman,
David S. Lawi, Debra D. Valice, James C. Rives, Jr., Jesse R. Marion and John E.
Stieglitz have 10.4%, 10.4%, 10.4%, 10.4%, 7.8%, 7.5%, 5.2% and 3.1% general
partnership interests, respectively, in the 1994 Partnership.
DDD Energy acts as managing partner of a similar partnership relating
to the non-operating mineral interests in which it will invest in 1995 (the
"1995 Partnership"). Officers, directors and employees of the Company and its
subsidiaries have contributed $836,500 to the 1995 Partnership. Paul A. Frame,
Horace A. Calvert, Herbert M. Pearlman, David S. Lawi, Debra D. Valice, James C.
Rives, Jr. and Jesse R. Marion have 12%, 12%, 17.9%, 12%, 9%, 7.2% and 6%
general partnership interests, respectively, in the 1995 Partnership.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 28th of April 1995.
SEITEL, INC.
By: /s/ Paul A. Frame
-------------------------------
Paul A. Frame, President and
Chief Executive Officer
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