GRANT GEOPHYSICAL INC
8-K, 1997-09-30
OIL & GAS FIELD EXPLORATION SERVICES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                      DATE OF REPORT:  SEPTEMBER 30, 1997


                            GRANT GEOPHYSICAL, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


<TABLE>
<S>                                             <C>
                000-18816                                      84-0766570
        (Commission File Number)                 (I.R.S. Employer Identification Number)


           16850 PARK ROW
           HOUSTON, TEXAS                                        77084
(Address of principal executive offices)                       (Zip Code)
</TABLE>


      Registrant's telephone number, including area code:  (281) 398-9503


                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                             GRANT GEOPHYSICAL, INC.
                                                  (Registrant)



Dated: September 30, 1997              By:        Larry E. Lenig, Jr.
       ------------------                  ----------------------------------
                                                  Larry E. Lenig, Jr.
                                           President and Chief Operating Officer
                                             (Principal Executive Officer)
<PAGE>   2
ITEM 5.   OTHER EVENT - CONSUMMATION OF REORGANIZATION PLAN

          Under the reorganization plan, Elliott Associates L.P. of New York,
          has acquired substantially all of Grant's assets in exchange for $47.5
          million in cash and the assumption of certain liabilities.  Following
          the acquisition, Elliott will operate the business under the name of
          Grant Geophysical, Inc.

          Distributions to secured creditors are expected to begin immediately
          and will be completed by about year end.  Payments to unsecured
          creditors are expected to begin by early 1998 and be completed by the
          middle of the year.  Unsecured creditors and preferred shareholders
          will also be able to participate in a rights offering, on specific
          terms to be announced.  The rights offering is expected to commence in
          1998 and is subject to the effectiveness of a Registration Statement
          to be filed by the Company.

          As detailed in the reorganization plan, the Company's $2.4375
          Convertible Exchangeable Preferred Stock and Common Stock will be
          canceled, extinguished and/or retired as of September 30, 1997. The
          Company has filed a Form 15 with the Securities and Exchange
          Commission as notice of termination of the Company's registration and
          suspension of any further required filings.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a) None.

          (b) None.

          (c) Exhibits:

          99.01     Press Release dated September 30, 1997 regarding the 
                    consummation of the Company's Reorganization Plan.
<PAGE>   3
                                 EXHIBIT INDEX


 99.01     Press Release dated September 30, 1997 regarding the consummation 
           of the Company's Reorganization Plan.

<PAGE>   1
                            [GRANT GEOPHYSICAL LOGO]

                             FOR IMMEDIATE RELEASE


                                               CONTACT:  LARRY E. LENIG, JR.
                                                         PRESIDENT
                                                         281-647-5201
                                                     OR  MICHAEL P. KEIRNAN
                                                         CHIEF FINANCIAL OFFICER
                                                         281-647-5203


                                  NEWS RELEASE

               GRANT GEOPHYSICAL CONSUMMATES REORGANIZATION PLAN

Houston, Texas - September 30, 1997 - Grant Geophysical, Inc. said that it has
completed its previously announced reorganization plan.

Under the plan, which was overwhelmingly endorsed by the Company's creditors
and preferred shareholders, Elliott Associates L.P. of New York, has acquired
substantially all of Grant's assets in exchange for $47.5 million in cash and
the assumption of certain liabilities.  Following the acquisition, Elliott will
operate the business under the name of Grant Geophysical, Inc.

Distributions to secured creditors are expected to begin immediately and will
be completed by about year end.  Payments to unsecured creditors are expected
to begin by early 1998 and be completed by the middle of the year.  Unsecured
creditors and preferred shareholders will also be able to participate in a
rights offering on specific terms to be announced.  The rights offering is
expected to commence in 1998 and is subject to the effectiveness of a
Registration Statement which the Company intends to file with the Securities
and Exchange Commission.

Grant Geophysical, Inc. and its subsidiaries and affiliates provide land and
transition zone seismic services in the United States, South America, Central
America and the Far East.  The Company employs approximately 2,500 people in
its worldwide operations.



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