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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Input/Output, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
457652105
(CUSIP Number)
November 16, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 457652105 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James M. Lapeyre, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF
77,500 shares of Common Stock, $0.01 par
SHARES value per share ("Common Stock")
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 5,815,000 shares of Common Stock
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 77,500 shares of Common Stock
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
5,815,000 shares of Common Stock
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,892,500 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.7%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 5 Pages
SCHEDULE 13G
ITEM1(a). NAME OF ISSUER:
Input/Output, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11104 West Airport Boulevard
Stafford, Texas 77047
ITEM 2(a). NAME OF PERSON FILING:
James M. Lapeyre, Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
220 Laitram Lane
Harahan, Louisiana 70123
ITEM 2(c). CITIZENSHIP:
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share ("Common Stock")
ITEM 2(e). CUSIP NUMBER:
457652105
ITEM 3. TYPE OF PERSON
This statement is not filed pursuant to ss. 240.13d-1(b) or
240.13d-2(b) or (c).
If this statement is filed pursuant to ss. 240.13d-1(c), check this box
|X|.
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Page 4 of 5 Pages
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 5,892,500 shares of Common Stock
(b) Percentage of class: 11.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
77,500 shares of Common Stock
(ii) Shared power to vote or to direct the vote:
5,815,000 shares of Common Stock
(iii) Sole power to dispose or to direct the disposition of:
77,500 shares of Common Stock
(iv) Shared power to dispose or to direct the disposition of:
5,815,000 shares of Common Stock
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Laitram Corporation ("Laitram") is the owner of record of 5,794,000
shares of Common Stock reported herein as beneficially owned by Mr. Lapeyre. As
such, Laitram has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, and such
right or power relates to more than 5% of the issued and outstanding shares of
the Common Stock of Input/Output, Inc. Pursuant to Rule 13d-4 of the Securities
Exchange Act of 1934, as amended (the "Act"), Mr. Lapeyre disclaims the
beneficial ownership of the 5,794,000 shares of Common Stock owned of record by
Laitram.
Mr. Lapeyre jointly owns with his wife 10,500 shares of Common Stock
reported herein as beneficially owned by him, and she shares with him the right
to receive or the power to direct the receipt of dividends from, or the proceeds
of the sale of, such securities.
Mr. Lapeyre jointly owns with his wife as trustees of three separate
trusts (each of which holds 3,500 shares of Common Stock) for the benefit of
their three minor children 10,500 shares of Common Stock reported herein as
beneficially owned by him. With respect to these 10,500 shares of Common Stock,
Mr. and Mrs. Lapeyre share the right to receive or the power to direct the
receipt
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Page 5 of 5 Pages
of dividends from, or the proceeds from the sale of, such securities. Pursuant
to Rule 13d-4 of the Act, Mr. Lapeyre disclaims the beneficial ownership of
these shares of Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
By: /s/ JAMES M. LAPEYRE, JR.
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James M. Lapeyre, Jr.
