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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Grant Geophysical Inc
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0038808510
(CUSIP Number)
Benjamin L. Douglas, Esq.
Shartsis Friese & Ginsburg
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 2, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 0038808510 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Richard C. McKenzie, Jr.
SSN: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 730,100
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 730,100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 0038808510 Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Grant
Geophysical Inc ("Grant"). The principal executive office of Grant is
located at 16850 Park Row, Houston, Texas 77084.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:
(a) Richard C. McKenzie, Jr. ("McKenzie").
(b) McKenzie's business address is 500 Drakes Landing Road, Greenbrae,
California 94904.
(c) McKenzie's present principal occupation is as President of
McKenzie, Walker Investment Management, Inc. ("MWIM"), an investment advisory
firm whose address is 500 Drakes Landing Road, Greenbrae, California 94904.
(d) During the last five years, McKenzie has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) On July 16, 1996, the Securities and Exchange Commission entered an
order (the "Order") (SEC File No. 3-9043) finding that (a) MWIM willfully
violated Section 206(2) of the Investment Advisers Act of 1940 (the "Advisers
Act") by failing to disclose to its current or prospective clients between
August 1, 1992, and September 30, 1993, the material facts of its practice of
generally favoring its performance-based fee clients in the allocation of
equity trades and hot issue securities, and specifically favoring certain of
its performance-based fee clients over others of such clients, and
(b) McKenzie, MWIM's sole shareholder, director, officer and primary
portfolio manager, willfully aided, abetted and caused such violations. The
Order censures MWIM and McKenzie, orders them both to cease and desist from
committing or causing any violations of, and any future violations of,
Section 206(2) of the Advisers Act and orders MWIM to pay disgorgement in the
amount of $224,683 plus $35,974 in prejudgment interest and a civil penalty
of $100,000.
During the last five years, McKenzie was not a party to any other
civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in his being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) McKenzie is a citizen of the United States of America.
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SCHEDULE 13D
CUSIP No. 0038808510 Page 4 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
McKenzie Personal Funds $2,188,874.30
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose of the acquisition of the Stock reported herein was and is
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The total ownership of the Stock by McKenzie at the date hereof is 730,100
shares, which represents 5.4% of the total shares of Stock outstanding.
The beneficial ownership of the Stock of the persons named in Item 2 of this
statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
McKenzie 730,100 5.4% 730,100 -0- 730,100 -0-
McKenzie effected the following transactions in the Stock on the dates
indicated, and such transactions are the only transactions in the Stock by
McKenzie since September 5, 1995.
Buy Number Price Broker
or Sell Date of Shares Per Share Used
S 01/09/95 10,000 2.37 CANT
S 09/07/95 15,000 2.50 CANT
B 10/30/95 40,000 2.06 HERZ
B 10/31/95 10,000 2.12 CANT
B 10/31/95 67,000 2.06 HERZ
B 11/02/95 150,000 2.06 JEFF
S 11/07/95 50,000 2.28 JEFF
S 11/08/95 7,800 2.37 CANT
S 11/08/95 300 2.37 JEFF
B 11/16/95 100,000 2.37 CANT
B 11/16/95 5,000 2.31 HERZ
S 11/20/95 17,500 2.69 CANT
S 11/28/95 10,000 2.48 JEFF
S 01/04/96 10,000 2.64 CANT
S 01/08/96 40,000 2.69 CANT
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SCHEDULE 13D
CUSIP No. 0038808510 Page 5 of 6 Pages
ITEM 5. (Continued)
S 01/08/96 5,000 2.75 HERZ
S 01/09/96 9,800 2.68 CANT
S 01/09/96 7,500 2.68 CANT
S 01/09/96 10,000 2.68 CANT
S 01/09/96 5,000 2.64 HERZ
S 01/09/96 12,500 2.64 HERZ
S 01/09/96 10,000 2.64 HERZ
S 01/10/96 2,500 2.62 HERZ
S 01/19/96 8,000 2.69 HERZ
S 01/19/96 2,000 2.69 HERZ
S 01/19/96 10,200 2.62 CANT
S 01/22/96 10,000 2.69 HERZ
S 01/23/96 17,800 2.69 JEFF
S 02/21/96 15,000 2.50 JEFF
S 02/23/96 12,000 2.50 JEFF
S 03/04/96 10,000 2.56 CANT
S 03/05/96 10,000 2.56 CANT
S 03/12/96 14,900 2.56 JEFF
S 03/12/96 20,000 2.56 CANT
B 03/14/96 40,500 2.62 CANT
B 03/14/96 10,000 2.62 HERZ
S 03/19/96 17,500 3.10 CANT
S 03/20/96 21,000 3.14 CANT
S 03/21/96 1,500 3.22 CANT
S 03/21/96 15,500 3.22 CANT
S 03/22/96 12,500 3.25 CANT
S 03/22/96 4,000 3.25 HERZ
S 03/25/96 800 3.25 CANT
S 03/26/96 10,000 3.12 JEFF
S 03/27/96 6,000 3.19 HERZ
S 03/27/96 24,000 3.19 HERZ
S 03/27/96 11,700 3.12 CANT
S 03/28/96 30,000 3.12 JEFF
S 04/01/96 10,000 3.12 JEFF
S 04/01/96 11,000 3.12 JEFF
S 04/02/96 15,000 3.12 JEFF
B 04/04/96 1,000 3.25 HERZ
S 04/08/96 16,000 3.41 HERZ
S 04/08/96 21,500 3.35 JEFF
S 04/09/96 10,000 3.56 JEFF
S 04/09/96 6,000 3.58 HERZ
S 04/10/96 20,000 4.00 JEFF
S 04/10/96 8,000 4.06 HERZ
S 04/11/96 27,500 4.05 JEFF
S 04/11/96 5,000 4.06 HERZ
B 04/26/96 10,000 3.87 CANT
B 04/29/96 41,000 4.02 HERZ
S 04/30/96 8,000 4.44 HERZ
S 04/30/96 10,000 4.44 CANT
S 05/01/96 5,000 4.56 HERZ
S 05/02/96 7,000 4.44 HERZ
B 05/20/96 15,000 4.06 HERZ
B 05/20/96 75,000 3.94 JEFF
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SCHEDULE 13D
CUSIP No. 0038808510 Page 6 of 6 Pages
ITEM 5. (Continued)
B 06/17/96 7,500 4.00 HERZ
B 06/17/96 15,000 4.00 JEFF
B 06/24/96 14,900 3.87 JEFF
B 06/28/96 10,000 3.62 JEFF
B 06/28/96 45,000 3.62 HERZ
B 07/01/96 25,000 3.69 HERZ
B 07/02/96 8,700 3.75 JEFF
B 07/03/96 5,000 3.69 JEFF
B 07/09/96 30,000 3.67 HERZ
B 07/10/96 19,000 3.81 HERZ
B 07/29/96 35,000 2.87 JEFF
B 08/02/96 15,000 2.75 JEFF
B 08/02/96 20,000 2.87 HERZ
B 08/06/96 20,000 2.87 HERZ
B 08/06/96 10,000 2.94 HERZ
B 08/09/96 15,000 2.50 HERZ
B 08/14/96 5,000 2.31 HERZ
B 08/16/96 15,000 2.19 HERZ
B 08/16/96 15,000 2.19 HERZ
B 08/28/96 10,000 2.00 HERZ
B 08/29/96 10,000 2.03 HERZ
B 09/03/96 60,000 1.78 HERZ
CANT = Cantor
HERZ = Herzog
JEFF = Jeffries
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: November 7, 1996.
/s/ Richard C. McKenzie, Jr.
Richard C. McKenzie, Jr.
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