SEITEL INC
8-K/A, 1996-08-16
OIL & GAS FIELD EXPLORATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


                                   FORM 8-K/A
                                Amendment No. 1


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                 Date of Report
                                 June 24, 1996
                        (Date of Earliest Event Reported)


                                  SEITEL, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


        0-14488                                            76-0025431
(Commission File Number)                       (IRS Employer Identification No.)

50 Briar Hollow Lane, West 7th Floor
Houston, Texas                                              77027
(Address of principal executive offices)                  (Zip code)



               Registrant's telephone number, including area code

                                 (713) 627-1990












                                                                     Page 1 of 2
<PAGE>

Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

     On June 24, 1996, DDD Energy,  Inc.  ("DDD"),  a wholly owned subsidiary of
the Registrant, along with certain general partnerships (the "DDD Partnerships")
for which DDD acts as managing partner and in which certain officers, directors,
and  employees of the  Registrant  and members of their  immediate  families are
partners,  acquired for $26.5 million in cash an additional 30% working interest
in mineral  properties in Wharton County,  Texas (the  "Properties")  from Cox &
Perkins Exploration,  Inc. ("Cox & Perkins"). DDD acquired a working interest of
approximately  28.5%,  and the DDD  Partnerships  acquired a working interest of
approximately  1.5%.  DDD  previously  owned  a  19%  working  interest  in  the
Properties and the DDD  Partnerships  owned a 1% working  interest.  On the same
date, DDD sold a production  payment interest in the oil and gas production from
the  Properties  to The  ReSourceFund,  L.P.  I,  RIMCO  Partners,  L.P.,  RIMCO
Partners,  L.P. II, RIMCO Partners,  L.P. III, and RIMCO Partners,  L.P. IV (the
"RIMCO  Partnerships") for $20 million cash. Proceeds from this disposition were
applied  to the  acquisition  cost of the  additional  working  interest  in the
Properties,  and the  remaining  $6.5  million of  purchase  price was paid from
working  capital of DDD and the DDD  Partnerships.  The  purchase  price for the
acquired  working  interests  and the sales  price for the  disposed  production
payment  interest  were  determined  by arms  length  negotiations.  There is no
material relationship between either Cox & Perkins or the RIMCO Partnerships and
the  Registrant  or  any of its  affiliates,  any  director  or  officer  of the
Registrant,  or any associate of any such director or officer, except that Cox &
Perkins  acts as operator  for  several  mineral  properties  in which DDD has a
working  interest,  including the Properties.  The Properties were used by Cox &
Perkins in the  exploration  and production of oil and gas, and will continue to
be so used by DDD.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  August 16, 1996


                                   SEITEL, INC.

                                   BY:  /s/ Paul A. Frame
                                        ----------------------------------------
                                        PAUL A. FRAME
                                        President and Chief Executive Officer


                                                                     Page 2 of 2



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