- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
- -------
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1997
OR
- -------
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period to .
---------- ----------
Commission File Number 0-14488
A. Full title of the plan and the address of the plan, if different from
that of the issuer name below:
SEITEL, INC. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SEITEL, INC.
50 Briar Hollow Lane West
Houston, Texas 77027
- --------------------------------------------------------------------------------
<PAGE>
SEITEL, INC. 401(k) PLAN
INDEX
Page
----
Report of Independent Public Accountants ................................. 3
Statement of Net Assets Available for Plan Benefits, With ............. 4
Fund Information, as of December 31, 1997
Statement of Net Assets Available for Plan Benefits, With ............. 5
Fund Information, as of December 31, 1996
Statement of Changes in Net Assets Available for Plan ............. 6
Benefits, With Fund Information, for the Year Ended December
31, 1997
Notes to Financial Statements, as of December 31, 1997 and ............. 7
1996
Schedule I--Item 27 (a) - Schedule of Assets Held for ............. 13
Investment Purposes as of December 31, 1997
Schedule II--Item 27(d) - Schedule of Reportable ............. 14
Transactions for the Year Ended December 31, 1997
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Investment Committee of Seitel, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Seitel, Inc. 401(k) Plan (the Plan) as of December 31, 1997 and
1996, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1997. These financial statements and
supplemental schedules referred to below are the responsibility of the Plan
administrator. Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1997, and reportable transactions for
the year ended December 31, 1997, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The Fund Information in the statements of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
June 24, 1998
<PAGE>
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------
AS OF DECEMBER 31, 1997
- -----------------------
<CAPTION>
Participant-Directed Funds
-----------------------------------------------------------------------------------------
International Large Limited Prime
Disciplined Income Equity Company Volatility Money Seitel, Inc.
Value Equity Index Growth Bond Market Stock
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair market value $ 268,477 $ 308,708 $ 78,357 $ 292,403 $ 121,376 $ 365,296 $1,795,919
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 268,477 308,708 78,357 292,403 121,376 365,296 1,795,919
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 268,477 $ 308,708 $ 78,357 $ 292,403 $ 121,376 $ 365,296 $1,795,919
========== ========== ========== ========== ========== ========== ==========
Participant-Directed Funds
--------------------------------------------------------------
Large
Government Income Company Growth Participant
Bond Bond Value Opportunities Loan
Fund Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ---------- ----------
ASSETS:
Investments, at fair market value $ 37,578 $ 30,485 $ 166,904 $ 83,376 $ 108,192 $3,657,071
---------- ---------- ---------- ---------- ---------- ----------
Total assets 37,578 30,485 166,904 83,376 108,192 3,657,071
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 37,578 $ 30,485 $ 166,904 $ 83,376 $ 108,192 $3,657,071
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------
AS OF DECEMBER 31, 1996
- -----------------------
<CAPTION>
Participant-Directed Funds
----------------------------------------------------------------------------------------
International Large Limited Prime
Disciplined Income Equity Company Volatility Money Seitel, Inc.
Value Equity Index Growth Bond Market Stock
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair market value $ 190,666 $ 204,217 $ 64,291 $ 195,433 $ 108,205 $ 696,495 $1,758,374
Employee contributions receivable 3,235 3,863 1,861 4,106 1,773 14,736 20,853
Employer contributions receivable 809 966 465 1,027 443 3,685 5,213
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 194,710 209,046 66,617 200,566 110,421 714,916 1,784,440
---------- ---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES:
Excess contribution refunds 9,724 11,873 298 16,558 - 12,931 16,671
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 184,986 $ 197,173 $ 66,319 $ 184,008 $ 110,421 $ 701,985 $1,767,769
========== ========== ========== ========== ========== ========== ==========
Participant-Directed Funds
--------------------------------------------------------------
Large
Government Income Company Growth Participant
Bond Bond Value Opportunities Loan
Fund Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ---------- ----------
ASSETS:
Investments, at fair market value $ 32,984 $ 27,472 $ 74,743 $ 85,084 $ 96,114 $3,534,078
Employee contributions receivable 638 505 1,160 526 - 53,256
Employer contributions receivable 159 126 290 131 - 13,314
---------- ---------- ---------- ---------- ---------- ----------
Total assets 33,781 28,103 76,193 85,741 96,114 3,600,648
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES:
Excess contribution refunds - - - - - 68,055
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 33,781 $ 28,103 $ 76,193 $ 85,741 $ 96,114 $3,532,593
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
- ------------------------------------
<CAPTION>
Participant-Directed Funds
------------------------------------------------------------------------------------------
International Large Limited Prime
Disciplined Income Equity Company Volatility Money Seitel, Inc.
Value Equity Index Growth Bond Market Stock
Fund Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest and dividends $ 40,414 $ 35,435 $ 2,920 $ 57,879 $ 7,101 $ 19,945 $ 84
Employee contributions 36,098 41,030 21,111 49,545 15,102 69,480 137,847
Employer contributions 16,747 18,169 9,785 22,069 6,466 25,041 72,372
Rollover contributions - - - - - - 1,151
Net appreciation (depreciation) in
fair market value of investments 26,219 41,577 3,039 56,328 (66) - (370,799)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total additions 119,478 136,211 36,855 185,821 28,603 114,466 (159,345)
----------- ----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants and
beneficiaries 4,361 13,891 556 7,319 7,130 81,517 57,455
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total deductions 4,361 13,891 556 7,319 7,130 81,517 57,455
----------- ----------- ----------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS, net (13,116) (9,789) (18,839) (45,991) (6,180) (305,209) 334,537
TRANSFER TO EAGLE PLAN (Note 7) (18,510) (996) (5,422) (24,116) (4,338) (64,429) (89,587)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 83,491 111,535 12,038 108,395 10,955 (336,689) 28,150
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period 184,986 197,173 66,319 184,008 110,421 701,985 1,767,769
----------- ----------- ----------- ----------- ----------- ----------- -----------
End of period $ 268,477 $ 308,708 $ 78,357 $ 292,403 $ 121,376 $ 365,296 $ 1,795,919
=========== =========== =========== =========== =========== =========== ===========
<PAGE>
Participant-Directed Funds
---------------------------------------------------------------
Large
Government Income Company Growth Participant
Bond Bond Value Opportunities Loan
Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- -----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest and dividends $ 2,130 $ 1,937 $ 11,633 $ 8,929 $ 9,767 $ 198,174
Employee contributions 4,360 3,441 8,740 4,547 - 391,301
Employer contributions 1,988 1,565 4,098 1,743 - 180,043
Rollover contributions - - - - - 1,151
Net appreciation (depreciation) in
fair market value of investments 1,047 86 17,716 20,908 - (203,945)
----------- ----------- ----------- ----------- ----------- -----------
Total additions 9,525 7,029 42,187 36,127 9,767 566,724
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants and
beneficiaries 55 41 383 26,214 1,145 200,067
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 55 41 383 26,214 1,145 200,067
----------- ----------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS, net (493) (403) 63,673 (5,990) 7,800 -
TRANSFER TO EAGLE PLAN (Note 7) (5,180) (4,203) (14,766) (6,288) (4,344) (242,179)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 3,797 2,382 90,711 (2,365) 12,078 124,478
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period 33,781 28,103 76,193 85,741 96,114 3,532,593
----------- ----------- ----------- ----------- ----------- -----------
End of period $ 37,578 $ 30,485 $ 166,904 $ 83,376 $ 108,192 $ 3,657,071
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
SEITEL, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF THE PLAN:
General
The following description of the Seitel, Inc. 401(k) Plan (the Plan) is provided
for general information purposes only. Participants should refer to the Plan
document for more complete information. The Plan is for the exclusive benefit of
employees of Seitel, Inc. (the Company). The Plan is a defined contribution plan
which covers eligible employees of the Company. It is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Administration
Overall responsibility for administering the Plan rests with the Plan
administrator which is appointed by the board of directors. The Plan's trustee,
Bank One Trust Group (Bank One), is responsible for the management and control
of the Plan's assets.
Eligibility
An employee becomes eligible to participate in the Plan following the completion
of one-half year of service, as defined, and attaining age 21.
Contributions and Allocations
Participants can contribute from 1 percent to 15 percent of their compensation
in before tax dollars not to exceed $9,500 in 1997. The Company will make a
matching contribution for each participant based on the participant's
contribution in a percentage set by the Company prior to the end of each Plan
year. During 1997, the Company elected to make a matching contribution equal to
25 percent of the participant's contribution. In addition, the board of
directors approved an additional match of 25 percent for any participant
employed with the Company as of December 31, 1997. The additional match was
allocated based upon the participant's current investment option election.
Each participant's account is credited daily with an allocation of Plan earnings
for each investment option based on the participant's account balance in
relation to total participants' account balances.
Contributions determined to be in excess of maximum contribution levels for
certain participants are reflected as excess contribution refunds in the amount
of $68,055 in the statement of net assets available for plan benefits as of
December 31, 1996.
<PAGE>
Vesting
Participants are immediately vested in any participant contributions. Vesting in
the Company matching contributions and related earnings, if any, is based on
years of service as follows:
Years of Service Percent Vested
---------------- --------------
Less than 1 0%
1 20
2 40
3 60
4 80
5 or more 100
Vesting, however, can also be attained by reaching retirement age, disability,
death or termination of the Plan.
Forfeitures
As a result of termination, a participant forfeits the nonvested portion of the
Company contributions and related earnings in his or her account. The forfeited
amount is allocated as of the last day of the Plan year to participants who have
completed a year of service for contribution purposes in the proportion that the
compensation paid to each participant during the Plan year bears to the
compensation paid to all such participants, subject to limitations. Forfeitures
available for allocation to qualified participants at December 31, 1997 and
1996, were $4,887 and $5,877, respectively.
Payment of Benefits
Participant benefits are payable to participants or to a designated beneficiary
in the event of their retirement, death, disability or termination of
employment. In limited circumstances, account withdrawals can be made for
financial hardship in accordance with the Plan. Benefit payments to withdrawing
employees are made in the form of a single sum cash payment, an Installment
Refund Annuity (as defined in the Plan document) or some combination of the two.
Investment Options
Participants can direct their contributions into any one or more of the seven
individual fund selections (six - The One Group mutual funds and Seitel, Inc.
Stock Fund) or participants may select one of the six fully managed portfolios.
The fully managed portfolios are actively managed and reviewed by Bank One
Investment Advisors Corporation (the Advisor). Participants investing in
individual funds can change their investment elections within the seven fund
selections on a daily basis. Participants investing in a fully managed portfolio
may direct Bank One to terminate their current portfolio and choose another
fully managed portfolio or a combination of one or more of the seven individual
fund selections. A description of each investment option is provided below:
INDIVIDUAL FUNDS:
Disciplined Value Fund - Seeks capital appreciation, with income as a secondary
consideration. The Disciplined Value Fund primarily invests in equity
securities.
Income Equity Fund - Seeks current income through investing in dividend-paying
equity securities. Capital appreciation is a secondary consideration.
International Equity Index Fund - Seeks to provide the investment results that
correspond to the aggregate price and dividend performance of the securities in
the gross domestic product weighted Morgan Stanley Capital International Europe,
Australia and Far East Index.
Large Company Growth Fund - Seeks capital appreciation, with income as a
secondary consideration. The Large Company Growth Fund primarily invests in
stocks from large companies.
Limited Volatility Bond Fund - Seeks current income by investing at least 80
percent of the value of its total assets in debt securities of all types.
Prime Money Market Fund - Seeks current income with liquidity and stability of
principal.
Seitel, Inc. Stock Fund - Invests in Seitel, Inc. common stock.
<PAGE>
FULLY MANAGED PORTFOLIOS:
Builder Aggressive Growth Model - Seeks maximum capital appreciation by
allocating more than half its assets to the most aggressive funds within The One
Group's mutual funds. Fixed income funds account for only a small portion of
assets. At December 31, 1997 and 1996, the model was comprised of the following
mutual funds: 15 percent Disciplined Value Fund, 14 percent International Equity
Index Fund, 23 percent Large Company Growth Fund, 8 percent Prime Money Market
Fund, 28 percent Large Company Value Fund and 12 percent Growth Opportunities
Fund.
Builder Growth Model - Seeks long-term growth of capital by investing in The One
Group's equity funds. Fixed income funds are also included in an effort to
provide stability when stock prices are trending down. At December 31, 1997 and
1996, the model was comprised of the following mutual funds: 15 percent
Disciplined Value Fund, 9 percent International Equity Index Fund, 22 percent
Large Company Growth Fund, 3 percent Limited Volatility Bond Fund, 1 percent
Prime Money Market Fund, 6 percent Government Bond Fund, 5 percent Income Bond
Fund, 27 percent Large Company Value Fund and 12 percent Growth Opportunities
Fund.
Provider Growth and Income Model - Seeks growth of capital and conservative
total return by investing in The One Group's equity and fixed income funds. The
emphasis in this model is on the equity funds. At December 31, 1997 and 1996,
the model was comprised of the following mutual funds: 11 percent Disciplined
Value Fund, 7 percent International Equity Index Fund, 17 percent Large Company
Growth Fund, 8 percent Limited Volatility Bond Fund, 2 percent Prime Money
Market Fund, 14 percent Government Bond Fund, 11 percent Income Bond Fund, 21
percent Large Company Value Fund and 9 percent Growth Opportunities Fund.
Provider Balanced Model - Seeks growth of capital and conservative total return
by investing in The One Group's fixed income and equity funds. The emphasis in
this model is on the fixed income funds. At December 31, 1997 and 1996, the
model was comprised of the following mutual funds: 8 percent Disciplined Value
Fund, 5 percent International Equity Index Fund, 12 percent Large Company Growth
Fund, 13 percent Limited Volatility Bond Fund, 3 percent Prime Money Market
Fund, 22 percent Government Bond Fund, 17 percent Income Bond Fund, 14 percent
Large Company Value Fund and 6 percent Growth Opportunities Fund.
<PAGE>
Preserver Conservative Growth Model - Seeks conservative growth and preservation
of capital by investing primarily in The One Group's conservative fixed income
funds. At December 31, 1997 and 1996, the model was comprised of the following
mutual funds: 4 percent Disciplined Value Fund, 3 percent International Equity
Index Fund, 6 percent Large Company Growth Fund, 17 percent Limited Volatility
Bond Fund, 4 percent Prime Money Market Fund, 31 percent Government Bond Fund,
23 percent Income Bond Fund, 8 percent Large Company Value Fund and 4 percent
Growth Opportunities Fund.
Preserver Fixed Income Model - Seeks preservation of capital and income
compounding by investing exclusively in The One Group's fixed income funds. At
December 31, 1997 and 1996, the model was comprised of the following mutual
funds: 38 percent Limited Volatility Bond Fund, 4 percent Prime Money Market
Fund, 15 percent Government Bond Fund, 20 percent Income Bond Fund, 15 percent
Intermediate Bond Fund and 8 percent Ultra Short-Term Bond Fund. As of December
31, 1997 and 1996, there were no participants invested in this portfolio.
Plan Loans
A loan can be requested in an amount not to exceed the lesser of $50,000 minus
the excess, if any, of the participant's highest plan loan balance within the
immediately proceeding 12 months, over the outstanding balance of loans from the
Plan to the participant on the date the loan is made, or 50 percent of the
participant's vested interest in his or her account balance. The minimum loan
request is $1,000.
The interest rate for Plan loans is equal to a reasonable rate as deemed
appropriate by the Plan administrator and remains in effect over the term of the
loan. Loan principal and interest repayments are made through payroll
deductions.
2. SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting
The financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan's management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments are carried at fair value based on quoted market prices. Purchases
and sales of securities are reflected on a trade-date basis. Net realized gains
(losses) and unrealized appreciation (depreciation) are recognized as net
appreciation (depreciation) in fair value of investments in the statement of
changes in net assets available for plan benefits. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
<PAGE>
Investments in Seitel, Inc. Stock Fund are assigned units of participation. The
unit value is determined based upon the fair market value of the underlying net
assets, which consist of Seitel, Inc. common stock and temporary investments.
The total units of Seitel, Inc. Stock Fund assigned to participants as of
December 31, 1997 and 1996 were 48,471 and 38,505, respectively.
Payment of Benefits
Benefits are recorded when paid.
3. EXPENSES OF THE PLAN:
All reasonable expenses incurred in connection with the administration of the
Plan can be paid by the Company but, if not paid by the Company, will be paid by
the Plan. The Company elected to pay all administrative expenses of the Plan for
the year ended December 31, 1997.
4. INCOME TAX STATUS:
On January 27, 1993, the Plan obtained its latest determination letter in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code (IRC).
Although the Plan has been amended since receiving the determination letter, the
Plan administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC. Therefore,
the Plan administrator believes that the Plan was qualified and related trust
was tax-exempt as of the financial statement date.
5. PLAN TERMINATION:
The Plan has been established to continue indefinitely. However, the Company
reserves the right to amend or terminate the Plan, in whole or in part, at any
time subject to the provisions of ERISA. Upon termination of the Plan, all
participants will become fully vested in their accounts.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for Plan benefits per
the financial statements to the Form 5500 as of December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Net assets available for Plan benefits per the financial statements $ 3,657,071
Amounts allocated to withdrawing participants (51,541)
-----------
Net assets available for Plan benefits per the Form 5500 $ 3,605,530
===========
</TABLE>
<PAGE>
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500 for the year ended December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Distributions to participants per the financial statements $ 200,067
Add- Amounts allocated to withdrawing participants at December 31,
1997 51,541
Less- Amounts allocated to withdrawing participants at December 31,
1996 -
---------
Distributions to participants per the Form 5500 $ 251,608
=========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
7. TRANSFER TO EAGLE
GEOPHYSICAL, INC. 401(k) PLAN:
On August 11, 1997, in connection with a public offering, the Company's wholly-
owned seismic data acquisition crew company, Eagle Geophysical, Inc. (Eagle),
was spun off as an independent company. All participants who were employed by
Eagle became 100 percent vested in their account balances under the Plan and
ceased participation in the Plan. Effective July 1, 1997, the Eagle
participants' account balances were transferred to a newly established plan of
Eagle, the Eagle Geophysical, Inc. 401(k) Plan (the Eagle Plan).
8. SUBSEQUENT EVENTS:
Effective January 1, 1998, the Company adopted the Merrill Lynch Special
Prototype Defined Contribution Plan. In addition, Merrill Lynch Trust Company
was named as trustee of the Plan. In conjunction with these events, the assets
held by Bank One were mapped to the following funds: Merrill Lynch Retirement
Preservation Trust, Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term
Portfolio, AIM Balanced Fund, Merrill Lynch Basic Value Fund, Inc., Merrill
Lynch Capital Fund, Inc., Merrill Lynch Global Allocation Fund, Inc.,
Oppenheimer Main Street Income and Growth Fund, AIM Constellation Fund, AIM
International Equity Fund, Davis New York Venture Fund, Inc., Merrill Lynch S&P
500 Index Fund, MFS Emerging Growth Fund, Oppenheimer Capital Appreciation Fund,
Oppenheimer Quest Global Value Fund, Van Kampen American Capital Real Estate
Securities Fund and Seitel, Inc. Common Stock.
Effective January 1, 1998, the Company formed the Investment Committee for the
Plan. The committee consists of four Seitel, Inc. employees.
<PAGE>
SCHEDULE I
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- ------------------------------------------------------------
AS OF DECEMBER 31, 1997
- -----------------------
<CAPTION>
Current
Identity of Issue/Description Cost Value
- ---------------------------------------------------------- ---------- ----------
<S> <C> <C>
The One Group Disciplined Value Fund*<F1> $ 243,232 $ 268,477
The One Group Income Equity Fund*<F1> 266,338 308,708
The One Group International Equity Index Fund*<F1> 76,964 78,357
The One Group Large Company Growth Fund*<F1> 260,499 292,403
The One Group Limited Volatility Bond Fund*<F1> 122,537 121,376
The One Group Prime Money Market Fund*<F1> 365,296 365,296
Seitel, Inc. Common Stock*<F1> 1,670,409 1,795,899
The One Group Prime Money Market Fund*<F1>
(cash in Seitel, Inc. Stock Fund) 20 20
The One Group Government Bond Fund*<F1> 37,427 37,578
The One Group Income Bond Fund*<F1> 31,107 30,485
The One Group Large Company Value Fund*<F1> 147,252 166,904
The One Group Growth Opportunities Fund*<F1> 76,580 83,376
Participant loans receivable*<F1>
(range of interest from 7% to 10%) 108,192 108,192
---------- ----------
Total assets held for investment purposes $3,405,853 $3,657,071
========== ==========
<FN>
*<F1> Indicates a party in interest.
</FN>
</TABLE>
<PAGE>
SCHEDULE II
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
- ------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
- ------------------------------------
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price(a)<F1> Price(b)<F2> Asset Date (Loss)
- -------------------------- -------------------------- ---------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
The One Group Income Equity Fund-
Purchases $ 146,569 $ - $ 146,569 $ 146,569 $ -
Sales - 83,655 67,682 83,655 15,973
The One Group Large Company Growth Fund-
Purchases 358,784 - 358,784 358,784 -
Sales - 318,142 278,430 318,142 39,712
The One Group Prime Money Market Fund-
Purchases 418,053 - 418,053 418,053 -
Sales - 749,252 749,252 749,252
-
Seitel, Inc. Seitel, Inc. Common Stock-
Purchases 624,747 - 624,747 624,747 -
Sales - 216,409 182,842 216,409 33,567
The One Group Prime Money Market Fund
(cash in Seitel, Inc.
Stock Fund)-
Purchases 230,678 - 230,678 230,678 -
Sales - 230,672 230,672 230,672 -
<FN>
(a)<F1> Purchase price includes transaction expenses.
(b)<F2> Selling price is net of transaction expenses.
</FN>
</TABLE>
This schedule includes series of transactions in securities of the same issue in
excess of 5 percent of the value of Plan assets at the beginning of the Plan
year.
<PAGE>
SCHEDULE II
Continued
<TABLE>
SEITEL, INC. 401(k) PLAN
- ------------------------
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
- ------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
- ------------------------------------
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price(a)<F1> Price(b)<F2> Asset Date (Loss)
- -------------------------- -------------------------- ---------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
The One Group Large Company Growth Fund-
Purchase $ 177,949 $ - $ 177,949 $ 177,949 $ -
Sale - 222,012 198,420 222,012 23,592
The One Group Prime Money Market-
Purchase 222,053 - 222,053 222,053 -
Sale - 177,089 177,089 177,089 -
Sale - 223,820 223,820 223,820 -
Seitel, Inc. Seitel, Inc. Common Stock-
Purchase 223,830 - 223,830 223,830 -
<FN>
(a)<F1> Purchase price includes transaction expenses.
(b)<F2> Selling price is net of transaction expenses.
</FN>
</TABLE>
This schedule includes single transactions in securities of the same issue in
excess of 5 percent of the value of Plan assets at the beginning of the Plan
year.
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Investment Committee of Seitel, Inc. has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
Seitel, Inc. 401(k) Plan
By: /s/ Debra D. Valice
-----------------------------------
Chairperson of Investment Committee
Date: June 29, 1998
<PAGE>
INDEX TO EXHIBIT
Exhibit
Number Page
------- ----
23 Consent of Independent Public Accountants................... 18
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 24, 1998, included in this Annual Report on
Form 11-K for the year ended December 31, 1997, into the previously filed Form
S-8 Registration Statement. (File No. 33-89934).
/s/ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1998
