SEITEL INC
8-K, 1999-02-16
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
                                February 16, 1999
                        (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) 881-8900 






                                   Page 1 of 4
                           Index to Exhibits at Page 3
<PAGE>

Item 5.  OTHER EVENTS

     On February  16, 1999,  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 February 16, 1999




                                    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:  February 16, 1999


                                  SEITEL, INC.

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


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

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

         99        Press release dated February 16, 1999                   4

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

                                   SEITEL NEWS

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


CONTACT: Russell J. Hoffman, Vice President Corporate Communications
         (203) 629-0633

         Debra D. Valice, Chief Financial Officer
         (713) 881-8900

                                                           FOR IMMEDIATE RELEASE



        SEITEL RAISES $138 MILLION IN A PRIVATE PLACEMENT OF SENIOR NOTES

Highlights
- ----------
o    Despite  weak  commodity  prices,  Seitel  raised $138 million in a private
     placement of three series of senior notes with institutional investors.

o    The three series of senior notes are  unsecured,  with an average  interest
     rate of 7.29%.

o    Use of proceeds  will be to repay  existing  bank credit  lines and capital
     expenditures.

HOUSTON,  TX,  February  16,  1999  --  Seitel,  Inc.  (NYSE:  SEI),  a  leading
seismic-technology company, announced today that it had raised $138 million in a
private placement of three series of senior notes with institutional  investors.
The three series of senior notes are unsecured.  The first series,  totaling $43
million,  matures on February 15, 2009 with no amortization.  The second series,
totaling $20 million,  matures on February  15, 2004 with no  amortization.  The
third  series,  totaling $75  million,  matures on February 15, 2009 with annual
principal  payments of $12.5 million  commencing  February 15, 2004. The average
interest rate of the three series of senior notes is 7.29%.  The net proceeds of
the offering, approximately $136.5 million, will be used by the company to repay
existing bank credit lines and for capital expenditures.

The new senior notes have not been registered  under the Securities Act of 1933,
as amended,  or any state  securities laws and may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.  This press  release  shall not  constitute  an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer, solicitation or sale would be unlawful.

Seitel markets its proprietary seismic  information/technology  to more than 400
petroleum  companies,  selling  data from its library and  creating  new seismic
surveys  under  multi-client  ("group  shoot")  projects.  It  also  selectively
participates in oil and natural gas  exploration  and development  programs with
over 100 petroleum-industry partners.

                                     # # # #



Statements in this release about the future  outlook  related to Seitel  involve
known and unknown risks and uncertainties,  which may cause the Company's actual
results to differ materially from expected  results.  While the Company believes
its forecasting  assumptions are reasonable,  there are factors that are hard to
predict and  influenced  by economic  and other  conditions  that are beyond the
Company's control.  These risk factors are detailed in Seitel's filings with the
Securities and Exchange  Commission,  including its most recent Form 10-K Annual
Report, a copy of which may be obtained from the Company without charge.


50 Briar Hollow Lane West            NYSE:SEI                (713)881-8900
Houston, TX 77027                                            (713)881-8901 (Fax)



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