SEITEL INC
8-K, 1996-04-15
OIL & GAS FIELD EXPLORATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT


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


                                 Date of Report
                                 April 10, 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 5
                           Index to Exhibits at Page 3

<PAGE>

Item 5.   OTHER EVENTS

     On April 10, 1996, the Company  released the press release  attached hereto
as an exhibit,  which is hereby  incorporated  herein by  reference.  This press
release is being filed pursuant to rule 135c(d).

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (C)  Exhibits

               99 Press release dated April 10, 1996




                                    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:  April 15, 1996


                                   SEITEL, INC.

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









                                   Page 2 of 5

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


Exhibits                                                                Page No.
- --------                                                                --------

99   Press release dated April 10, 1996                                     4






                                   Page 3 of 5



- --------------------------------------------------------------------------------

                                   SEITEL NEWS

- --------------------------------------------------------------------------------


CONTACT:  Jay M. Green, V.P. & Director of Investor Relations
          (203)629-0633

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

                      SEITEL ANNOUNCES PRIVATE PLACEMENT OF
                      -------------------------------------
                    "INVESTMENT-GRADE" SERIES C SENIOR NOTES
                    ----------------------------------------

         HOUSTON,   TX,  April  1O,  1996  --  Seitel,   Inc.  (NYSE:   SEI),  a
seismic-technology  company,  today  announced  it  has  completed  the  private
offering to institutional  investors of its unsecured Series C Senior Notes. The
Series C is the third in an  issuance  of three  series of Senior  Notes,  which
together  total $75 million  and have  received  an  investment-grade  rating of
Triple B ("BBB") from Duff and Phelps Credit Rating Co.
         On April 9, 1996, Seitel issued its Series C Notes, which totaled $22.5
million and bear  interest at a fixed rate of 7.48%.  On December 28, 1995,  the
company  issued  its  Series A Notes and  Series B Notes,  which  totaled  $52.5
million  and bear  interest  at a fixed rate of 7.17%.  Interest on the Notes is
payable semi-annually.
         The Series A Notes mature on December 30,  2001,  with equal  principal
payments of $8.33 million due annually beginning December 30, 1999. The Series B
and Series C Notes mature on December 30, 2002,  with equal  principal  payments
aggregating $10 million due annually beginning December 30, 1998.

                                     (more)





                                   Page 4 of 5

<PAGE>


SEITEL -- Page 2

         The net proceeds  from the Series A and Series B Senior Notes were used
primarily to repay secured bank financing and other debt.  Seitel intends to use
the balance of the net proceeds from the Senior Notes,  including  proceeds from
the Series C Notes, to fund the petroleum exploration and development activities
of its wholly-owned subsidiary,  DDD Energy, Inc., and for other working capital
or general corporate purposes.
         The Senior Notes have not been  registered  under the Securities Act of
1933 and may not be offered or sold in the United States absent  registration or
an applicable exemption from registration. This announcement does not constitute
an offer or solicitation for the sale of Senior Notes.

                                     # # # #






                                   Page 5 of 5


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